{¶ 1} This is аn appeal and cross-appeal from a judgment of the Erie County Court of Common Pleas that granted summary judgment in favor of appellee and cross-appellant, Harbour Homeowners Association, and appellee, Harbour Lagoons Association, on claims for breach of contract and declaratory reliеf. The underlying dispute in this case is whether appellees are obligated to dredge a portion of the Pipe Creek waterway to provide appellants/cross-appellees boat access to Sandusky Bay and Lake Erie. Upon consideration of the assignments of error, we affirm.
{¶ 2} The undisputed facts of this case are аs follows. On July 21, 2001, appellants/cross-appellees, Victor and Evon Nádemenos, purchased waterfront property in the Harbour Lagoons Subdivision (“subdivision”) located along Pipe Creek in Sandusky, Ohio. By virtue of this ownership, the Nademenoses became members of appellee, the Harbour Lagoons Association (“Lagoons Associatiоn”), a homeowners association.
{¶ 3} On May 30, 1992, the original developer of the subdivision, Admiral’s Harbour, Inc. (“AHI”), entered into an agreement (“AHI-HOA Agreement”) with a neighboring homeowners association, Harbour Homeowners Association (“HOA”), appellee and cross-appellant, that stated, “[HOA] shall dredge the
{¶ 4} Later, on July 31, 1996, AHI and the Lagoons Association entered into the Pipe Creek Channel Operating Agreement (“PCCO”), which created the Pipe Creek Channel Association, for the purpose of “maintaining, dredging, and preserving the channel constructed in Pipe Creek аnd a portion of East Sandusky Bay (‘Channel’).” In the PCCO, “Channel” is defined as “Sections A and G as shown in the ‘Master Dredging Plan’ ” — a document provided by the Army Corps of Engineers that was incorporated into the PCCO, and which provides a map of all of the relevant waterways. AHI and the Lagoons Association are the only members of the Pipe Creek Channel Associаtion. HOA is a nonmember owner.
{¶ 5} This dispute is over the rights and duties created by paragraph 2(a) of the PCCO, which provides for contributions from nonmember owners, stating:
{¶ 6} “Under an agreement dated as of May 30, 1992 between AHI and HOA * * * HOA agreed to assume responsibility for dredging the canals and waterways adjoining the Harbour Properties and the Lagoons Subdivision as expаnded, including Sections C and D as shown on the Master Dredging Plan (and Sections B and E if such sections are created as part of the Lagoons Subdivision) #$¿
{¶ 7} Further, paragraph 7 of the PCCO provides: “The Owners acknowledge that several of the Harbour Properties and other Properties contain separate canal systems that provide access to Pipe Creek but are not considered to be part of the Channel for purposes of this agreement. The Owners acknowledge and agree that * * * [iii] HOA is solely responsible for the maintenance, dredging, and preservation of Sections C and D of the Master Dredging Plan (and Sections B and E if such sections are created as part of thе Lagoons Subdivision) as provided in the [AHI-HOA Agreement].”
{¶ 8} The subdivision, as originally contemplated by AHI, would be comprised of lots located along four canals, referred to as Sections B, C, D, and E, respectively, which would feed into the main channel, referred to as Section A. Section A, which runs along Pipe Creek on the side opposite from the Kаdemenoses’ property, provides boat access to Sandusky Bay and Lake Erie. As identified in the Master Dredging Plan, only Sections C and D were existing canals; Sections B and E were “to be dry excavated.” In December 1996, AHI sold its remaining property in the subdivision to Harbour Lagoons Ltd., now known as 4920 Milan Investments, Ltd. (“Milan”). Milan redesigned the subdivision, and in so doing eliminated thе plans to create Section B. The Kademenoses’ property is located on land that would have been excavated had Section B been created.
{¶ 10} After the initial pleadings were received, the trial court ordered that dispositive motions were to be filed by March 15, 2010. HOA, Lagoons Association, and Milan timely filed motions for summary judgment. The Kadеmenoses did not respond to these motions. On April 28, 2010, the trial court, in two separate judgment entries, granted summary judgment for HOA, Lagoons Association, and Milan, holding that Section B was never created and therefore no obligation to dredge or maintain Section B arose.
{¶ 11} Shortly thereafter, on April 30, 2010, the Kademenoses filed a “Motion for Reconsideration of the Court’s Decisions Entered April 28, 2010” and a “Motion for Leave to File Brief in Opposition and Cross Motion for Summary Judgment Instanter.” The trial court granted both motions on June 3, 2010, setting aside the April 28, 2010 judgments, and allowing the Kademenoses to file a brief in opposition and cross-motion for summary judgment. In addition, on August 2, 2010, the Kademenoses filed a “Motion for Relief from Judgment Entered April 28, 2010.” The trial court, in judgment orders dated August 17, 2010, August 19, 2010, and August 25, 2010, granted the Kademenoses’ “Motion for Relief from Judgment Entered April 28, 2010,” but at the same time granted HOA’s, Lagoon Association’s, and Milan’s motions for summary judgment.
{¶ 12} The Kademenoses now appeals these three summary-judgment orders. HOA cross-appeals the June 3, 2010 order granting the Kademenoses’ motion for
{¶ 13} The Kademenoses asserts the following single assignment of error:
{¶ 14} “The trial court erred in its interpretation of the Pipe Creek Channel Agreement wherein it found that the natural existing waterway portion of Channel B was not ‘created’ and therefore gave rise to no obligation on the part of the defendants to ‘dredge the waterways adjoining the harbour and the Harbour Lagoons Subdivision as expanded’ and thereby granting defendants’ motions for summary judgment.”
{¶ 15} We note at the outset that an appellate court reviews summary-judgment rulings de novo, applying the same standard as the trial court. Lorain Natl. Bank v. Saratoga Apts. (1989),
{¶ 16} The case before us turns on the interpretation of terms in a contract. “If a contract is clear and unambiguous, then its interpretation is a matter of law and there is no issue of fact to be determined.” Inland Refuse Transfer Co. v. Browning-Ferris Indus. of Ohio, Inc. (1984),
{¶ 17} “In construing any written instrument, the primary and paramount objective is tо ascertain the intent of the parties.” Aultman Hosp. Assn. v. Community Mut. Ins. Co. (1989),
{¶ 18} The Kademenoses essentially make two arguments in support of their assignment of error. The first argument is that Section B is сomprised of two parts — an existing natural waterway that crosses Pipe Creek and an artificial canal that would be created by excavating dry land. Indeed, as illustrated in the Master Dredging Plan, a portion of Section B starts from Section A, crosses Pipe Creek, and then runs inland approximately at the site of the Kademenoses’ proрerty. The Kademenoses argue that although the artificial-canal portion of Section B was never constructed, Section B nonetheless exists to the extent of the natural-waterway portion crossing Pipe Creek.
{¶ 19} Paragraph 2(a) of the PCCO states that “HOA agreed to assume responsibility for dredging the canals and waterways * * * including Sectiоns C and D as shown on the Master Dredging Plan (and Sections B and E if such sections are created as part of the Lagoons Subdivision).” This language indicates that the creation of Section B is a condition precedent to HOA’s obligation to dredge, in that the obligation arises only if Section B is created. See Polek v. Tillimon (Mar. 1, 2002), 6th Dist. No. L-01-1354,
{¶ 20} The clear understanding and intent of the parties was that Section B was not comprised оf two different parts but rather was a single unit that was not in existence at the time of the agreement. A plain reading of the conditional language in paragraph 2(a) — “and Sections B and E if such sections are created as part of the Lagoons Subdivision” (emphasis added) — indicates that the parties understood that Section B was a unitary concept, and that it was not currently part of the Lagoons Subdivision. In addition, the Master Dredging Plan states: “Sections B and E to be dry excavated.” The use of the future tense “to be” indicates that Section B did not exist at the time and would be created by digging the artificial canal out of the dry land. Finally, correspondence from the United States Army Corps of Engineers that states that construction of Section B was completely voluntary and that deciding not to construct Section B did not violate the permit further supports the conclusion that Section B is a single unit and that it has not been constructed.
{¶ 22} In addition, the Kademenoses’ interpretation of Section B fails because it would render a portion of paragraph 2(a) meaningless. “ ‘In the interpretation of a promise or agreement or a term thereof * * * an interpretation which gives a reasonable, lawful, and effective meaning to all the terms is preferred to an interpretation which leaves a part unreasonable, unlawful, or of no effect.’ ” Pokorny v. Pecsok (1977),
{¶ 23} The Kademenoses’ second argument is that even independent of the creation of Section B, HOA has an obligation to dredge the waterway adjacent to their property. To support this, the Kademenoses cite the portion of paragrаph 2(a) of the PCCO that states that “HOA agreed to assume responsibility for dredging the canals and waterways adjoining the Harbour Properties and the Lagoons Subdivision as expanded.” The Kademenoses argue that because the portion of Pipe Creek that adjoins their property is a waterway, and because their property is within the Lagoons Subdivision, HOA has a responsibility under the PCCO to dredge the waterway adjacent to their property. However, the Kademenoses’ interpretation again runs counter to the clear intent of the parties.
{¶ 24} Paragraph D of the PCCO indicates that construction of the “Channel” and any maintenance, dredging, or preservation thereof will be subject to permits issued by the Army Corps of Engineers or other governmental agencies. In this case, the permit issued by the Army Corps of Engineers authorizes dredging in
{¶25} In conclusion, we hold that based on the four corners of the PCCO agreement, the only reasonable interpretation of paragraph 2(a) is that HOA’s obligation to dredge is limited to the extent consistent with the Master Dredging Plan. Further, because Section B — as identified in the Master Dredging Plan— was never dry excavated, it was never created, and therefore HOA has no obligation to dredge the waterway in front of the Kademenoses’ property. Accordingly, the Kademenoses’ assignment of error is not well taken.
{¶ 26} On cross-appeal, HOA asserts the following two assignments of error:
{¶ 27} 1. “The trial court erred when it granted appellants’ motion for reconsideration.”
{¶ 28} 2. “The trial court erred when it granted appellants’ motion for relief frоm judgment.”
{¶ 29} Because we uphold the lower court’s award of summary judgment, these assignments of error are rendered moot. Accordingly, HOA’s first and second assignments of error are not well taken.
{¶ 30} For the foregoing reasons, the judgment of the Erie County Court of Common Pleas is affirmed. Costs are assessed to appellants pursuant to App.R. 24.
Judgment affirmed.
Notes
. The original term used in the Kademenoses’ complaint is "Channel B." However, in paragraph 15 of the complaint, the Kademenoses note that "Section B” is also referred to as "Channel B.” We will therefore consider the terms to be interchangeable, but for simplicity will refer to it only as Section B.
. On August 31, 2010, the trial court issued a judgment clarifying its rulings in the earlier judgments and dismissing the matters against Pipe Creek Channel Association and John Does 1 through 5 as moot. The Kademenoses do not appeal from this judgment.