FILED Jun 30 2026, 9:17 am
CLERK Indiana Supreme Court Court of Appeals and Tax Court
IN THE
Court of Appeals of Indiana Freedom Property Solutions, LLC, Appellant-Defendant
v.
Lindsey McGhee, Individually, Lindsey McGhee, as Parent and Natural Guardian of K.M., Deceased, Lindsey McGhee, as Parent and Natural Guardian of J.M., a Minor, and Walter Duncan, Appellees-Plaintiffs
June 30, 2026 Court of Appeals Case No. 25A-CT-2810 Interlocutory Appeal from the Huntington Circuit Court The Honorable Andrew K. Antrim, Special Judge Trial Court Cause No. 35C01-2502-CT-114
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 1 of 23 Opinion by Judge Mathias Judges May and Foley concur.
Mathias, Judge.
[1] Freedom Property Solutions, LLC appeals the trial court’s entry of summary
judgment for Lindsey McGhee, individually and on behalf of her two minor
children, and Walter Duncan. Freedom Property raises a single issue for our
review, namely, whether the contract between it and McGhee and Duncan was
a residential lease or a land-sale contract.
[2] We reverse and remand for further proceedings consistent with this opinion.
Facts and Procedural History1 [3] On February 28, 2019, McGhee and Duncan entered into a contract (“the
Contract”) with Freedom Property. The Contract was titled “Land Installment
Contract.” Appellant’s App. Vol. 3, p. 31. It identified Freedom Property as a
“Seller” and McGhee and Duncan as “Purchaser[s].” Id. It identified certain
real property and its improvements, which included a residential structure, as
1 We held oral argument in this case on June 11, 2026, in the Circuit Court courtroom of the historic Allen County Courthouse. We thank the Allen Circuit Court and its staff as well as the Allen County Bar Association for their kind hospitality. We also thank counsel for the quality of their written and oral advocacy.
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 2 of 23 the “Premises” that McGhee and Duncan were “buying” under the Contract.
Id.
[4] The Contract stated that the Premises were being sold “AS IS” and “without
any representations or warranties of any kind” for a total purchase price of
$49,900. Id. McGhee and Duncan made a “down payment” of $2,495 at the
time they executed the Contract; that amount was deducted from the total
purchase price, and the remainder of the purchase price was amortized, in
accordance with an amortization schedule, over 180 months at an 8% interest
rate (such that McGhee and Duncan owed Freedom Property $453 per month
under the Contract). Id. at 32. The Contract also required a separate $78.33
monthly payment from McGhee and Duncan to Freedom Property for taxes
and other assessments, which monthly amount was subject to change.
[5] The Contract stated that McGhee and Duncan were to “use, maintain[,] and
occupy the Premises in accordance with any and all building and use
restrictions applicable; to keep the Premises in accordance with all . . .
regulations . . . ; to keep and maintain the Premises and the buildings” in no
worse condition than they were upon execution of the Contract or possession of
the Premises; and to not “diminish the value of Seller’s security” without
Freedom Property’s consent. Id. at 33. Similarly, the Contract provided that
McGhee and Duncan were “solely responsible for . . . bringing the
Premises . . . to a habitable condition within” four months of their execution of
the Contract and to “properly maintain[] and us[e] the Premises” to avoid any
code violations. Id.
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 3 of 23 [6] In addition, the Contract stated that, if McGhee and Duncan “fail[ed] to
perform” their obligations, including if they missed any required payments,
Freedom Property could “declare this Contract forfeited and void[] and may
retain any payments made and all improvements to the Premises . . . .” Id. at
32. In the event of a default, the Contract provided that Freedom Property
would provide McGhee and Duncan with thirty days to cure the default. If they
failed to do so, Freedom Property could then “evict or foreclose, as required by
state law, to recover the Premises.” Id. Freedom Property also reserved the right
to enter and inspect the Premises at any time.
[7] Regarding insurance obligations, the Contract required McGhee and Duncan to
pay the monthly premiums required to insure the Premises in the event of loss
or damage. The ensuing policy, in accordance with the Contract’s terms,
identified Freedom Property as the loss payee. The Contract required a
minimum coverage amount of $47,405, the total amount of McGhee and
Duncan’s borrowed sums, but permitted McGhee and Duncan to obtain a
higher policy amount. They did not do so, however. The Contract also advised
McGhee and Duncan that they would be responsible for obtaining other
coverage to protect against the risk of loss of their personal property and
contents at the Premises.
[8] The Contract stated as follows with respect to the disposition of any insurance
proceeds:
In case of loss or damage as a result of which insurance proceeds are available in an amount sufficient to repair or rebuild the Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 4 of 23 Premises, Purchaser[s] ha[ve] the right to elect to use the insurance proceeds to repair or rebuild. To elect to exercise the right, Purchaser[s] must give Seller written notice of the election within 60 days of the loss or damage. If the election is made, the insurance proceeds shall be used for that purpose. If the insurance proceeds are not sufficient to repair or rebuild the Premises, Purchaser[s] may elect to use the proceeds to repair or rebuild by giving written notice of the election within 60 days of the loss o[r] damage and, along with the notice, deposit with Seller an amount sufficient to provide for full payment of the repair and rebuilding. If the election and deposit, if required, are not timely made, the insurance proceeds shall be applied on this Contract. If the insurance proceeds exceed the amount required for repairing and rebuilding, the excess shall be applied first toward the satisfaction of any existing defaults . . . . Any surplus of proceeds in excess of the balance owing on this Contract shall be paid to Purchaser[s].
Id. at 33-34.
[9] Finally, the Contract stated:
The Seller may sell, assign[,] or transfer all or any portion of its rights or obligations under this Contract without the prior written consent of the Purchaser[s]. The Purchaser[s] cannot sell, assign, convey, encumber[,] or transfer all or any portion of [their] rights or obligations under this Contract without the prior written consent of Seller.
Id. at 35.
[10] The Contract was recorded with the county recorder. However, no deed
naming McGhee and Duncan as owners of the Premises was recorded, and no
separate lien by Freedom Property against such a deed was recorded. Instead,
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 5 of 23 McGhee and Duncan would acquire legal title to the Premises only upon their
completion of all payments to Freedom Property as required over the life of the
Contract.
[11] Upon their execution of the Contract on February 28, 2019, McGhee and
Duncan moved into the residence on the Premises with McGhee’s two minor
children, J.M. and K.M. Three and one-half years later, on August 4, 2022, a
house fire occurred at the residence while the two children were asleep. K.M.
suffered severe injuries and died as a result two days later. There were no smoke
detectors inside the house on the date of the fire or at any time after McGhee
and Duncan had moved into the residence.
[12] At the time of the fire, McGhee and Duncan had paid $6,435 in principal to
Freedom Property under the Contract. Appellant’s App. Vol. 4, p. 92 (payment
number 41). The insurance carrier paid the full amount of the policy ($47,405)
to Freedom Property. Twenty-one days after the fire, and apparently without
having heard from McGhee and Duncan about their preferred disposition of the
insurance proceeds, Freedom Property applied those proceeds to the remainder
of McGhee and Duncan’s balance under the Contract. It further appears that
Freedom Property, at least initially, kept what would have been the surplus
$6,435. Freedom Property then informed McGhee and Duncan that they now
owned the Premises free and clear of Freedom Property’s interest.
[13] In October 2023, McGhee, on her own behalf as well as on behalf of her
children, filed her complaint against Freedom Property, which Duncan later
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 6 of 23 joined. In their complaint, they alleged that the Contract was a residential lease,
and, under Indiana landlord-tenant law, Freedom Property had negligently
caused K.M.’s death and other injuries by not having working smoke detectors
inside the residence and by not maintaining the Premises in a habitable
condition. In response, Freedom Property argued that the Contract was a land-
sale contract, and, thus, Freedom Property had no duty under landlord-tenant
statutes to ensure the safety or habitability of the Premises. Freedom Property
also sought to compel McGhee and Duncan to accept title to the Premises; at
oral argument before our Court, the parties agreed that this request included
compelling McGhee and Duncan to accept a payment from Freedom Property
in the amount of $6,435.
[14] The parties eventually filed cross motions for summary judgment on the
question of whether the Contract was a residential lease or a land-sale contract.
After a hearing, the trial court entered summary judgment for McGhee and
Duncan. The court then certified its summary-judgment order for interlocutory
review, which we have accepted. See Ind. Appellate Rule 14(B).
Standard of Review [15] Freedom Property appeals the trial court’s entry of summary judgment for
McGhee and Duncan. As our Supreme Court has made clear:
[w]e review summary judgment de novo, applying the same standard as the trial court: “Drawing all reasonable inferences in favor of . . . the non-moving parties, summary judgment is appropriate ‘if the designated evidentiary matter shows that there is no genuine issue as to any material fact and that the moving Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 7 of 23 party is entitled to judgment as a matter of law.’” Williams v. Tharp, 914 N.E.2d 756, 761 (Ind. 2009) (quoting T.R. 56(C)). “A fact is ‘material’ if its resolution would affect the outcome of the case, and an issue is ‘genuine’ if a trier of fact is required to resolve the parties’ differing accounts of the truth, or if the undisputed material facts support conflicting reasonable inferences.” Id. (internal citations omitted).
The initial burden is on the summary-judgment movant to “demonstrate [ ] the absence of any genuine issue of fact as to a determinative issue,” at which point the burden shifts to the non- movant to “come forward with contrary evidence” showing an issue for the trier of fact. Id. at 761-62 (internal quotation marks and substitution omitted). And “[a]lthough the non-moving party has the burden on appeal of persuading us that the grant of summary judgment was erroneous, we carefully assess the trial court’s decision to ensure that he was not improperly denied his day in court.” McSwane v. Bloomington Hosp. & Healthcare Sys., 916 N.E.2d 906, 909-10 (Ind. 2009) (internal quotation marks omitted).
Hughley v. State, 15 N.E.3d 1000, 1003 (Ind. 2014) (omission and some
alterations original to Hughley).
[16] Summary judgment is particularly appropriate where the sole question between
the parties is a question of law. See, e.g., City of Marion v. London Witte Grp., LLC,
169 N.E.3d 382, 390 (Ind. 2021). The fact that the parties have filed cross
motions for summary judgment neither alters our standard of review nor
changes our analysis—we consider each motion separately to determine
whether the moving party is entitled to judgment as a matter of law. Erie Indem.
Co. v. Estate of Harris, 99 N.E.3d 625, 629 (Ind. 2018). Further, we are not bound
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 8 of 23 by the trial court’s explanation for its summary judgment ruling. Markey v.
Estate of Markey, 38 N.E.3d 1003, 1006-07 (Ind. 2015).
The Contract was a contract for the sale of land, not a lease. [17] The question on appeal is whether the Contract was a residential lease or a
land-sale contract, which is a question of law we review de novo. See, e.g.,
Rainbow Realty Grp., Inc. v. Carter, 131 N.E.3d 168, 173-74 (Ind. 2019). In
considering what a written contract is, we look to its substance over its form.
See, e.g., id. The intent of the contracting parties, as manifested by the whole of
the contract, is controlling. See, e.g., Vic’s Antiques & Uniques, Inc. v. J. Elra
Holdingz, LLC, 143 N.E.3d 300, 304 (Ind. Ct. App. 2020), trans. denied.
[18] As our Supreme Court has explained:
Under a typical conditional land contract, the [seller] retains legal title until the total contract price is paid by the [buyer]. Payments are generally made in periodic installments. Legal title does not vest in the [buyer] until the contract terms are satisfied, but equitable title vests in the [buyer] at the time the contract is consummated. When the parties enter into the contract, all incidents of ownership accrue to the [buyer]. The [buyer] assumes the risk of loss and is the recipient of all appreciation in value. The [buyer], as equitable owner, is responsible for taxes. The [buyer] has a sufficient interest in land so that upon sale of that interest, he holds a vendor’s lien.
This Court has held, consistent with the above notions of equitable ownership, that a land contract, once consummated[,] constitutes a present sale and purchase. The [seller] has, in effect, exchanged his property for the unconditional obligation of the [buyer], the performance of which is secured by the retention of the legal title. The Court, in effect, views a conditional land Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 9 of 23 contract as a sale with a security interest in the form of legal title reserved by the [seller]. Conceptually, therefore, the retention of the title by the [seller] is the same as reserving a lien or mortgage. Realistically, [the seller-buyer relationship] should be viewed as mortgagee-mortgagor. To conceive of the relationship in different terms is to pay homage to form over substance.
Skendzel v. Marshall, 261 Ind. 226, 301 N.E.2d 641, 646 (1973) (citation
modified; emphases added); see also C.J.S. Equity § 57 (2019) (recognizing an
equitable title owner as one “who is the owner of the subject matter[] but does
not have the legal title”).
[19] Accordingly, as a matter of Indiana law, a buyer’s breach of a land-sale contract
invokes the remedies provided for under Indiana’s foreclosure statutes. Skendzel,
301 N.E.2d at 648-49; see E. Point Bus. Park LLC v. Priv. Real Est. Holdings, LLC,
49 N.E.3d 589, 606-07 (Ind. Ct. App. 2015) (noting that a foreclosing lienholder
“may have the right to sell the [p]roperty at a foreclosure sale to satisfy the
balance of [a] loan, but this does not automatically give it the right to possess
the [p]roperty, nor is any surplus kept as a windfall by the [lienholder]”); see also
Ind. Code § 32-30-10-14 (2018) (providing for the distribution of proceeds from
a foreclosure sale, which includes, following payments to lienholders, that any
surplus be paid to “the mortgage debtor”).
[20] Here, much of the parties’ dispute focuses on two precedent opinions. First, in
Rainbow Realty, a couple with poor credit entered into a “rent-to-buy”
agreement with a property manager to eventually purchase a single-family
home that was “not currently habitable.” 131 N.E.3d at 171. The rent-to-buy
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 10 of 23 agreement identified the property as being sold “as is” and placed the burden on
the couple “to make it habitable.” Id. The agreement provided that the couple
would make monthly payments toward principal and interest in accordance
with an amortization schedule over thirty years.
[21] However, “[d]espite the stated intent and thirty-year payment term, the
[a]greement said that the first twenty-four payments were ‘rental payments,’”
and, if the couple satisfactorily made those payments, the parties would then
“execute a separate ‘Conditional Sales Contract (Land Sale)’ for the remaining
twenty-eight years.” Id. As our Supreme Court explained, those first two years
of payments represented “the [c]ouple’s inability to afford a down payment” for
the premises. Id. at 173.
[22] The couple breached the terms of the rent-to-buy agreement during the initial
two-year period, and the property manager commenced eviction proceedings in
small claims court. The couple then sought to hold the property manager and
others to Indiana’s statutory requirements that leased residences be delivered in
a “safe, clean, and habitable condition.” Id. at 173-74 (citing Ind. Code § 32-31-
8-5(1) (2012)). Despite having initiated an eviction instead of a foreclosure, the
property manager argued that the rent-to-buy agreement was a conditional
land-sale contract and, thus, was not subject to Indiana’s residential landlord-
tenant statutes. See I.C. § 32-31-2.9-4(2).
[23] Our Supreme Court agreed with the couple that, at least during the initial two-
year term when their breach occurred, the rent-to-buy agreement was “a
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 11 of 23 residential lease with a contingent commitment to sell.” Rainbow Realty, 131
N.E.3d at 173. The Court began by recognizing that the rent-to-buy agreement
did “contain[] several indicia of a purchase.” Id. In particular, the Court noted
the following:
The purchase-agreement declaration explains the difference between renting and buying, and the Couple indicated they were buying: “My intent is to . . . purchase the property at . . . N. Oakland Av., Indianapolis[.] I am not renting the property.” The Couple’s declaration continues with each of them agreeing to the following terms: “I wish to save money by repairing & maintaining the property myself. I do not expect the property owner to make any repairs to the property and fully understand that I am buying the property ‘as-is’ with out [sic] any warranty of habitability.” In addition, the Agreement recites the sale price, the interest rate, and the term, and the Agreement requires the Couple to maintain the House, pay real-estate taxes, and obtain homeowners insurance.
Id. (alterations and omission original to Rainbow Realty). The Court also
recognized that all of the couple’s payments under the agreement were
“amortized payments of principal and interest” that were to be credited toward
a total purchase price. Id. (quotation marks omitted).
[24] But the Court concluded that, while “most of the transaction’s terms and formal
structure suggest this was a sale,” the “purported form and assigned label do not
control its legal status.” Id. The Court then held that the initial term of two
years represented a residential lease, and the remaining term of twenty-eight
years was a contingent term. Id. In so holding, the Court stated that the couple
never acquired any equity in the premises during the initial two-year term: Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 12 of 23 If the purported rent-to-buy agreement were really a purchase agreement, . . . the Couple would have become homeowners with “all incidents of ownership” and with “equitable title [vesting in the Couple] at the time the contract is consummated”—and, in most cases, would not be subject to residential eviction in a small-claims court. Skendzel[, 301 N.E.2d at 646, 650]. Here, the Agreement required a separate contract to effectuate a sale. No equity accrued or accumulated during the first twenty-four months. If the Couple defaulted before executing the subsequent “Land Contract”, or if they failed to make payments or to close this latter transaction, they were subject to eviction and forfeiture of all payments made. Of course, that is precisely what happened.
During the Agreement’s twenty-four-month term, [the property owners] reserved for themselves a landlord’s prerogative to enter the premises, restricted the Couple’s use of the land, and, upon the Couple’s default, evicted them as if they were tenants and kept their “rental payments”. These features, taken together, are particular to a residential lease. Thus, the parties’ Agreement—a purported rent-to-buy contract—is not a “contract of sale of a rental unit” and thus is not exempt from [Indiana’s residential landlord-tenant statutes].
Id. at 173-74 (emphases added). In other words, the Rainbow Realty Court
concluded, at least in part, that the couple did not become the owners of the
subject matter of the agreement at the time they executed the agreement. See id.
Instead, the initial two-year term simply gave the couple the opportunity to later
execute a second agreement, and it was that second, never-executed agreement
that would have conveyed the incidents of ownership associated with the sale of
land. See id.
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 13 of 23 [25] Shortly after our Supreme Court’s opinion in Rainbow Realty, a unanimous
panel of our Court decided Vic’s Antiques. In that case, the occupant of the
premises, a business, had entered into an agreement with the premises’
purported owner, a neighboring business. The agreement was entitled “LEASE
AGREEMENT”; referred to the occupant as the “Lessee” and the purported
owner as the “Lessor”; referred to the monthly payments as “rent payments”;
and referred to its twenty-year term as the “term of the lease.” Vic’s Antiques,
143 N.E.3d at 304. However, the occupant’s monthly payments were also in
accordance with “an amortized payment schedule,” and the agreement required
the occupant to pay the real-property taxes on the entire parcel of land. Id.
Further, the agreement provided that, “in the event of a taking” by the State,
payment by the State would go to the occupant. Id. The agreement also
provided that, upon the successful completion of the twenty-year term, the
occupant would have the “option to purchase [the parcel] for a purchase price
of One Dollar ($1.00).” Id. at 306.
[26] Not even one year into the agreement, the purported owner asserted that the
occupant had breached various provisions and initiated eviction proceedings.
The occupant responded that the agreement was a land-sale contract and, thus,
the small-claims court had no jurisdiction to evict it.
[27] Our Court held that, despite its labels, the agreement was in its substance a
land-sale contract. Id. at 305-08. The panel initially acknowledged provisions of
the agreement that were consistent with a residential lease, namely:
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 14 of 23 the agreement . . . : (1) limited [the occupant’s] use of the real estate to the operation of an antique store; (2) required [the occupant] to obtain [the purported owner’s] written approval before it could construct any improvements on the real estate; (3) allowed [the purported owner] to enter the property upon the termination of the agreement; (4) required [the occupant] to obtain written approval from [the purported owner] prior to constructing any signs; (5) provided that [the occupant] could remove business fixtures at the expiration of the term; (6) allowed [the purported owner] to enter the real estate at any time in order to inspect the property; (7) required [the occupant] to surrender the property at the expiration of the term; and (8) prohibited [the occupant] from assigning or subletting the real estate without [the purported owner’s] prior written consent.
Id. at 305; see also Rainbow Realty, 131 N.E.3d at 174 (identifying several such
features as “particular” to residential leases).
[28] But, while the panel “acknowledge[d] that such provisions are often included in
lease agreements,” the panel added that they were “not incompatible with a
land sale contract.” Vic’s Antiques, 143 N.E.3d at 305. Specifically, the panel
recognized that the seller in a land-sale contract is a secured creditor (in that the
seller continues to hold the legal title), and the seller’s secured status “may
require reasonable limitations on nonessential incidents of ownership,” such as
the above provisions, in order “to protect [the seller’s] security interest in the
real estate.” Id. What really mattered, according to the panel, was that the
agreement at issue gave the occupant “the exclusive possession and use of the
real estate,” and the provisions reserved by the purported owner “did not
deprive [the occupant] of its possessory or beneficial interest.” Id.; see also
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 15 of 23 Beneficial Interest, Black’s Law Dictionary (12th ed. 2024) (an “equitable claim
to or right in property”).
[29] From there, the panel’s analysis is almost entirely focused on the “economics of
the transaction,” as provided for in the agreement. Vic’s Antiques, 143 N.E.3d at
306. Specifically, the panel engaged in a lengthy analysis regarding the
amortized principal and interest payments, which went toward a final purchase
price; the substantial sum of interest the occupant would pay over the life of the
agreement under the amortization schedule; and the nominal $1.00 purchase
option at the end of the term, which the panel recognized that no reasonable
person would not exercise. Id. at 306-08. Indeed, the panel referred to the
amortization schedule as “the Rosetta Stone that unpacks and reveals the
nature of the agreement.” Id. at 306.
[30] The panel did not discuss the fact that Rainbow Realty also included an
amortization schedule and payments that went toward a final purchase price,
which applied even during the couple’s initial two-year term. Rather, the Vic’s
Antiques panel distinguished Rainbow Realty on the ground that Rainbow Realty
had involved a two-year contract with a twenty-eight-year option, while the
panel described the Vic’s Antiques agreement as, in its operation and effect, a
“single transaction.” Id. at 308. In other words, the occupant in Vic’s Antiques
became the owner of the subject matter of the agreement upon execution of the
agreement. See id. Thus, the panel for our Court concluded that the agreement
in Vic’s Antiques was a land-sale contract and not a residential lease. Id.
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 16 of 23 [31] With this background, we now turn to the Contract here. We begin with the
parties’ disputes over various provisions that, based on both Rainbow Realty and
Vic’s Antiques, may be consistent with both land-sale contracts and residential
leases. In particular, the Contract here, like the agreement in Rainbow Realty,
purported to waive various warranties, including the warranty of habitability.
While such waivers make more sense in the context of a land sale, that did not
control the outcome in Rainbow Realty. See 131 N.E.3d at 173. Further, the
Contract, like the agreements in both Rainbow Realty and Vic’s Antiques,
contained various restrictions on McGhee and Duncan’s use of the Premises
and reserved a right to Freedom Property to access the Premises. See id. at 174;
Vic’s Antiques, 143 N.E.3d at 305. While such provisions make more sense in
the context of residential leases, as explained in Vic’s Antiques they are not
inconsistent with a secured creditor’s rights in a land sale. 143 N.E.3d at 305.
Neither was the recording of the Contract here, without more, telling of
equitable ownership as Indiana law requires a lease of more than three years to
be recorded. I.C. § 32-31-2-1 (2019).
[32] The Contract also stated that, in the event of a default by McGhee and Duncan,
Freedom Property would “retain any payments made and all improvements to
the Premises . . . .” Appellant’s App. Vol. 3, p. 32. McGhee and Duncan
contend that this is similar to language in the Rainbow Realty agreement. See 131
N.E.3d at 173-74. But it would be an odd credit arrangement to not have the
borrower forfeit payments made to the creditor in the event of a default. And
Freedom Property’s retention of improvements to the Premises is not obviously
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 17 of 23 inconsistent with rights it may have in foreclosure, which would apply if the
Contract were a land-sale contract.
[33] Similarly, McGhee and Duncan emphasize that the Contract says Freedom
Property may “evict” them in the event of a default. Appellant’s App. Vol. 3, p.
32. But they misread the Contract. The Contract says Freedom Property may
“evict or foreclose, as required by state law,” which, on its face, is not telling of
a remedy under either a residential lease or a land-sale contract. Id.
[34] Meanwhile, Freedom Property, following the Vic’s Antiques panel, emphasizes
the amortization schedule and McGhee and Duncan’s monthly payments of
principal and interest toward a final purchase price over a set term. See 143
N.E.3d at 306-08. While we agree with the Vic’s Antiques panel that such an
economic arrangement will often be compelling evidence of the parties’ intent
to buy and sell land, we are obliged to acknowledge that such an arrangement is
not dispositive as a matter of law. As Rainbow Realty demonstrated, such an
arrangement may nonetheless be found in a lease agreement. See 131 N.E.3d at
173. So too with agreements that require occupants to pay taxes on the property
and to insure the property. Id.
[35] What matters in determining whether an agreement is a residential lease or a
land-sale contract is not certain terms or economics in isolation but whether the
agreement as a whole demonstrates that the parties intended to transfer
ownership of the property upon execution of the agreement. Skendzel, 301 N.E.2d at
646. The occupant in Vic’s Antiques demonstrated that that had happened
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 18 of 23 because, in a single transaction, the occupant obtained interests and obligations
commonly recognized as incidents to ownership, such as the right to receive
proceeds from the State in the event of a taking, the obligation to pay the
property taxes on the entire parcel, and the right to “purchase” the entire parcel
for the nominal sum of one dollar at the end of the agreement’s term. 143
N.E.3d at 306-08. And the couple in Rainbow Realty demonstrated that their
agreement was a lease because, notwithstanding various components of the
agreement suggestive of a sale, the only interests they acquired in the property
at the time they executed their agreement were a right to possess the premises
and the right to sign another, subsequent agreement for the sale of the premises.
See 131 N.E.3d at 173-74.
[36] We conclude that the Contract here demonstrated a present sale and purchase
that, upon execution, vested in McGhee and Duncan incidents of ownership,
including their assumption of the risk of loss of the Premises and their receipt of
any appreciation in value in the Premises. First, the Contract here was a present
sale and purchase contained in a singular agreement with no future options,
which is more compelling as a sale than the nominal one-dollar option
contained in the agreement in Vic’s Antiques. By containing the entirety of the
transaction in a singular agreement, McGhee and Duncan’s right to obtain legal
title to the Premises was a present right, not a contingent one, and thus the
Contract is materially unlike the agreement in Rainbow Realty. Under the plain
language of the Contract, so long as McGhee and Duncan fulfilled their side of
the bargain, Freedom Property would have been required to provide them with
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 19 of 23 legal title to the Premises with no further payments. This is strongly indicative
of a sale rather than a residential lease.
[37] Second, upon executing the Contract, McGhee and Duncan acquired interests
and obligations commonly associated with ownership. For example, like the
occupant in Vic’s Antiques, McGhee and Duncan paid the property taxes on the
Premises. Their tax payments were represented by a monthly surcharge that
was subject to change as assessments changed, which is common to ownership.
See Skendzel, 301 N.E.2d at 646. Similarly, they were the ones under the
Contract who were obliged to pay to insure the Premises, another obligation
commonly associated with ownership. While, under Rainbow Realty, we cannot
say that these components of the Contract are dispositive, when coupled with
the singular nature of the transaction they support the conclusion that the
parties intended their transaction to be a sale and not a lease.
[38] Third, the Contract shows that both the risk of loss at the Premises and the
receipt of any appreciation in value in the Premises were vested in McGhee and
Duncan upon their execution of the Contract. Indeed, while the Vic’s Antiques
panel referred to that amortization schedule as “the Rosetta Stone that unpacks
and reveals the nature of the agreement,” we think the Contract’s insurance
provisions do the same here. 143 N.E.3d at 306. Unlike in Rainbow Realty, the
Contract went well beyond simply having McGhee and Duncan pay the
insurance premiums. Rather, the Contract provided McGhee and Duncan with
the choice in how to spend any insurance proceeds in the event of a loss. That
provision is strongly compelling of the parties’ intent for their transaction to be
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 20 of 23 a sale, and McGhee and Duncan provide no persuasive explanation on appeal
for how such language might be consistent with a lease.
[39] The Contract also expressly set a floor, not a ceiling, on the insurance policy
amount McGhee and Duncan were required to purchase for the Premises. The
floor represented the parties’ understanding that the loan from Freedom
Property would be protected in the event of a loss, which is consistent with its
status as a secured creditor and is inconsistent with the argument that Freedom
Property was a landlord.
[40] The Contract is also clear that any insurance proceeds in excess of the
outstanding loan balance would have been owed to McGhee and Duncan.
Thus, by having a required insurance floor but not a ceiling, McGhee and
Duncan could have purchased insurance that would have protected
appreciation in the Premises, which would have been owed to them in the event
of a loss. And even where, as here, McGhee and Duncan purchased only the
minimum required insurance amount, by having consistently made payments to
Freedom Property under the amortization schedule, McGhee and Duncan had
still acquired $6,435 of equity in the Premises at the time of the loss. These
insurance provisions demonstrate hallmarks of equity and ownership that are
inconsistent with a residential lease.
[41] We acknowledge that the record before us suggests that Freedom Property
might not have complied with the Contract’s insurance provisions with respect
to allowing McGhee and Duncan to direct how to spend the insurance proceeds
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 21 of 23 following the fire and with respect to paying McGhee and Duncan their equity
from those proceeds. We express no opinion on that question other than to
recognize that, if Freedom Property in fact failed to comply with its obligations
under the Contract, that fact does not negate the parties’ intent to engage in a
land sale at the time they executed the Contract. Whether Freedom Property
later breached its obligations under the Contract is a question not before us.
Conclusion [42] For all of these reasons, we conclude that the Contract was a land-sale contract
and not a residential lease. Accordingly, we reverse the trial court’s order
granting McGhee and Duncan’s motion for summary judgment, and we
remand with instructions for the court to grant Freedom Property’s motion for
summary judgment and to proceed as necessary to give effect to this opinion. 2
[43] Reversed and remanded with instructions.
May, J., and Foley, J., concur.
2 Although our review of an interlocutory appeal is limited to the order on appeal, McGhee and Duncan assert in their briefing that, on September 12, 2025, the trial court entered a subsequent order granting summary judgment to them on Freedom Property’s additional request to compel their acceptance of title to the Premises. That order is not on appeal and is not before us. However, the September 12 order, as represented to us by McGhee and Duncan, would appear to be dependent on the trial court’s August 14, 2025, summary judgment classification ruling — the very ruling we reverse today. Thus, on remand, the trial court shall reconsider and, as necessary, vacate or modify the September 12 order to conform to this Court’s holding that the Contract is a land-sale contract and not a residential lease. We also note that McGhee and Duncan may well be entitled to the equity—in the form of the insurance proceeds paid that were in excess of their balance owed to Freedom Property—that had accrued after the fire destroyed their home.
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 22 of 23 ATTORNEYS FOR APPELLANT James J. O’Connor, Jr. Carta H. Robison David C. Pricer Barrett McNagny LLP Fort Wayne, Indiana
ATTORNEYS FOR APPELLEES Michael E. Simmons Hannah K. Brady Hume Smith Geddes Green & Simmons, LLP Indianapolis, Indiana Brandon E. Tate Katherine A. Piscione F. Holton Hovde Waldron Tate Land, LLC Indianapolis, Indiana
Court of Appeals of Indiana | Opinion 25A-CT-2810 | June 30, 2026 Page 23 of 23