Maryland Arms Ltd. Partnership v. Connell

2010 WI 64, 786 N.W.2d 15, 326 Wis. 2d 300, 2010 Wisc. LEXIS 58

• Court: Wisconsin Supreme Court
• Decided: July 7, 2010
• Docket: No. 2008AP1700
• Status: Published

Opinions

ANN WALSH BRADLEY, J.

¶ 1. The petitioner, Maryland Arms Limited Partnership (Maryland Arms), seeks review of a published court of appeals decision reversing the circuit court's grant of summary judgment, which was in Maryland Arms' favor.¹ The court of appeals remanded the case to the circuit court with directions that summary judgment be entered instead for the defendants, Cari and Linda Connell.

¶ 2. Maryland Arms asserts that under an unambiguous sentence of its residential lease, Cari Connell (Connell) is liable for the damage to her apartment when her plugged-in hair dryer caused a fire. Although Maryland Arms acknowledges that her conduct was not negligent, it contends that Connell is liable because she had "control" of the hair dryer and "but for the acts of this tenant to introduce into this unit the hair dryer that caused the fire," the fire damage would not have occurred. It further contends that the court of appeals erred when it determined that the residential lease was void as an attempt to contravene the public policy expressed in Wis. Stat. § 704.07.²

¶ 3. Because the essential principle posed by Maryland Arms, "control," does not appear in the sentence in question and because it is unclear that the parties intended that the conduct here would constitute an "act" that would impose liability on the tenant, we determine that the sentence in the residential lease is ambiguous. Further, the ambiguity is compounded when that sentence is read in the context of the paragraph as a whole, because Maryland Arms' construction of that sentence would render the preceding sentence surplusage. Thus, we conclude that the terms of the lease do not unambiguously provide that Connell is liable for the fire damage caused in part by her acts of bringing a hair dryer into the apartment and plugging it into an electrical outlet.

¶ 4. Given that our construction of the lease is dispositive, we decline to address whether any lease provision that assigned liability to a tenant for damages not caused by negligent acts or misuse would contravene the public policy set forth in Wis. Stat. § 704.07. Accordingly, we affirm the decision of the court of appeals, albeit on a different rationale.

I

¶ 5. The facts in this case are not in dispute. In 2004, Cari Connell was a 21-year-old student who leased a Milwaukee apartment from Maryland Arms. The lease was guaranteed by Connell's mother, Linda.

¶ 6. On July 7, 2006, Connell awoke to discover a fire in the bathroom of her apartment. She called the fire department and evacuated the building.

¶ 7. According to the fire investigation report issued by the Milwaukee Police Department, the fire originated in Connell's bathroom. The report described the fire as an "accidental fire" and identified a "plugged in hair dryer" as the "cause of fire." The "cause of ignition" was listed as "unintentional," and under the headline "Human Factors Contributing to Ignition," the investigator checked the box labeled "none." The officer issuing the fire investigation report declined to check a box labeled "negligent fire."

¶ 8. Maryland Arms repaired the damaged apartment and presented Connell an invoice totaling $8,533.81. Connell did not pay. According to Connell, Maryland Arms evicted her in August for failing to pay the bill and subsequently refused to return her security deposit.³

¶ 9. Maryland Arms filed suit in Milwaukee County Circuit Court, naming Connell and her mother as defendants. The complaint made no allegations of negligence. It did not contend that Connell mishandled the hair dryer or the electrical outlet in any way that made the hair dryer more likely to malfunction. Rather, it alleged that Connell was liable for the fire damage under the terms of the residential lease.

¶ 10. The complaint demanded reimbursement for the cost of repairing the apartment. It further alleged that Maryland Arms was unsuccessful in its attempts to re-rent the apartment in August 2006 and was therefore entitled to August rent. The complaint stated that Connell and her mother "refuse to pay the amounts referenced herein despite due demand having been made." Maryland Arms attached the lease, the fire investigation report, and a list of itemized damages to the complaint.

¶ 11. Connell's answer asserted that "the fire which damaged [her apartment] was accidental in nature and not the result of negligence." It further contended that neither the lease nor Wisconsin law permitted a claim for damages resulting from an accidental fire not caused by the negligent act of the tenant.⁴

¶ 12. The parties entered into a stipulation, agreeing in relevant part to the following facts: Maryland Arms' damages were correctly itemized; these damages were "caused by a fire, the origin of which came from a hair dryer owned by Cari Connell as described in the Milwaukee Police Department Fire Investigation Report"; and "Cari Connell did not previously know of any defect in said hair dryer."

¶ 13. In their briefing and arguments at the circuit court, the parties focused on the terms of the lease signed by Connell, her mother, and Maryland Arms. The residential lease is a nine-page document, including attachments. It provides in relevant part:

Lessee shall be responsible for all intentional and negligent acts or breaches of this Lease by Lessee, Lessee's occupants, guests and invitees. Lessee shall be liable for all damage to the premises and appliances and equipment belonging thereto, in any way caused by the acts of Lessee, Lessee's occupants, guests and invitees.

Throughout this opinion, we refer to this provision in the lease as the "Liability Paragraph."⁵

¶ 14. Both parties moved for summary judgment. Maryland Arms cited to nine separate paragraphs in the lease and to one rule, but its brief in support of summary judgment did not analyze the language of the provisions it cited. Rather, it argued that Connell should be liable for the damage to the premises "because it was Cari Connell's hair dryer that caused the fire." Connell asserted that a residential lease that imposed liability for non-negligent acts would be contrary to Wis. Stat. § 704.07 and therefore void.⁶ Additionally, Connell argued that the terms of the lease did not impose liability for non-negligent acts.

¶ 15. The circuit court acknowledged that "there was no negligence or improper use proved, or stipulated to, in this case." Without explaining its construction of the terms of the lease, the circuit court stated that the second sentence of the Liability Paragraph "memorializes the parties' intent that the defendants would be liable for accidental fire damage."

¶ 16. The circuit court determined that the Liability Paragraph did not contravene Wis. Stat. § 704.07, and thus Connell was "liable for the fire caused by the hair dryer." The court granted Maryland Arms' motion for summary judgment. Judgment was entered in the amount of $9,342.31, including fees and costs.

¶ 17. The court of appeals reversed the decision of the circuit court. It agreed with Connell that "both the lease and Wis. Stat. § 704.07 ... require that Cari Connell must be negligent in connection with the fire as a precondition to the imposition of liability." Maryland Arms Ltd. P'ship v. Connell, 2009 WI App 87, ¶ 3, 320 Wis. 2d 147, 769 N.W.2d 145. The court remarked that "[i]f indeed the lessee is responsible for 'all damage' caused in any way by the lessee, the first sentence of the provision limiting Cari Connell's liability to damage caused by negligent acts or improper use is unnecessary." Id., ¶ 5.

¶ 18. Despite its apparent conclusion that the lease did not impose liability for damage caused by a tenant's non-negligent acts, the court of appeals went on to conclude that the lease provision was void as "an attempt to waive the requirements of Wis. Stat. § 704.07." Id., ¶ 1. It determined that the clear intent of Wis. Stat. § 704.07 "is to have the landlord shoulder the responsibility for fire repairs when there is no tenant negligence or improper use of the premises." Because Cari Connell was not negligent and did not improperly use the premises, the court of appeals concluded that Connell was not liable for the fire damage. Id., ¶ 14.

¶ 19. Maryland Arms petitioned this court, asking us to review the court of appeals' determination that the lease provision was void as an attempt to contravene the public policy expressed in Wis. Stat. § 704.07. Connell filed a response, contending that review was unnecessary. Further, she asserted that there was "an alternative ground that would support the result in this case." Specifically, she asserted that the circuit court's construction of the lease was unreasonable because "the act of bringing a hair dryer into [the] apartment or plugging in a hair dryer" was not the cause of the fire, as the term "cause" is understood by its plain and ordinary meaning. We accepted review.

II

¶ 20. We review the grant or denial of a summary judgment motion using the same standards and method as are applied by the circuit court. Pawlowski v. Am. Family Mut. Ins. Co., 2009 WI 105, ¶ 15, 322 Wis. 2d 21, 777 N.W.2d 67. A moving party is entitled to summary judgment if there are no genuine issues of material fact and the moving party is entitled to judgment as a matter of law. Id.-, Wis. Stat. § 802.08(2).

¶ 21. Here, the material facts are undisputed. The question is whether Maryland Arms is entitled to judgment as a matter of law under the terms of the lease.⁷ The interpretation and application of a contract to undisputed facts present a question of law, which we review independently of the determinations rendered by the circuit court and the court of appeals. Osborn v. Dennison, 2009 WI 72, ¶ 33, 318 Wis. 2d 716, 768 N.W.2d 20.

¶ 22. The primary goal in contract interpretation is to "give effect to the parties' intent, as expressed in the contractual language." Seitzinger v. Cmty. Health Network, 2004 WI 28, ¶ 22, 270 Wis. 2d 1, 676 N.W.2d 426. We interpret the language "consistent with what a reasonable person would understand the words to mean under the circumstances." Id.

¶ 23. "Where the terms of a contract are clear and unambiguous, we construe the contract according to its literal terms." Gorton v. Hostak, Henzl & Bichler, S.C., 217 Wis. 2d 493, 506, 577 N.W.2d 617 (1998). When the contract language is ambiguous, however, "two further rules are applicable: (1) evidence extrinsic to the contract itself may be used to determine the parties' intent and (2) ambiguous contracts are interpreted against the drafter." Seitzinger, 270 Wis. 2d 1, ¶ 22.

Ill

¶ 24. In interpreting this residential lease, we examine the relevant portion of the agreement to discern the parties' intent. The Liability Paragraph provides:

Lessee shall be responsible for all intentional and negligent acts or breaches of this Lease by Lessee, Lessee's occupants, guests and invitees. [2] Lessee shall be liable for all damage to the premises and appliances and equipment belonging thereto, in any way caused by the acts of Lessee, Lessee's occupants, guests and invitees.

¶ 25. Initially, we focus on the second sentence of the Liability Paragraph because Maryland Arms asserts that this sentence unambiguously imposes liability on the tenant for the fire damage here. We then turn our focus to the Liability Paragraph as a whole to determine whether the two sentences, when read together, unambiguously demonstrate that the parties intended for the tenant to be liable under these circumstances.

A

¶ 26. Our interpretation of the second sentence centers on the following words: "Lessee shall be liable for all damage to the premises ... in any way caused by the acts of LesseeU" We begin by interpreting the phrase "in any way caused by the acts of Lessee."

¶ 27. Both the circuit court and Maryland Arms contend that the express terms of the second sentence impose absolute liability under these facts. The circuit court examined the second sentence of the Liability Paragraph in isolation and determined that it "memorializes the parties' intent that the defendants would be liable for accidental fire damage" — even though the Liability Paragraph does not discuss "accidental fire damage."

¶ 28. Maryland Arms is more circumspect. It explains that it took Connell's "acts" of bringing the hair dryer into the apartment and plugging it in to "cause" the fire within the meaning of the lease. Maryland Arms asserts that the tenant is contractually liable for damages caused by any act of the tenant⁸ if the damage is the result of something "in the control" of the tenant.

¶ 29. At oral argument, counsel for Maryland Arms advanced the argument that under the terms of the lease, the tenant is absolutely liable for anything in her control:

COURT: The contract makes the tenant absolutely liable?

MARYLAND ARMS: Under the circumstances that are in the control of the tenant, yes, that is my conclusion. ...

COURT: Would you be making the same argument if she did not have it plugged in, but of course she is the one that brought it in, and some way it was next to something that caused some other problem?

MARYLAND ARMS: If it was the result of something out of the control of the landlord, my answer would he yes----

¶ 30. Subsequently in oral argument, Maryland Arms again emphasized that the meaning of the second sentence centers around the concept of "control":

This case in my opinion boils down to one concept— who is in control of the item that caused the problem. ... Obviously, if it is a defective toilet it is the landlord's toilet, the tenant [] is not in control of that. How else is a landlord going to through his contract protect himself... from items or appliances that are brought into the landlord's premises by a tenant?

¶ 31. Additionally, Maryland Arms made clear the breadth of a tenant's liability under its interpretation of the second sentence. According to Maryland Arms, the second sentence covers the "act" of introducing any item or appliance into the apartment: "[B]ut for the act of this tenant to introduce into this unit the hair dryer that caused the fire, we would not be here." The problem with Maryland Arms' interpretation of the second sentence is twofold.

¶ 32. First, it is important to note that not only does the word "control" not appear in the second sentence of the Liability Paragraph, this concept of "control" appears nowhere in the entire lease. The second sentence simply does not distinguish between damage to those items that are within the control of the tenant and those that are not within the tenant's control. In essence, Maryland Arms asks us to read the word "control" into the second sentence. At the same time that Maryland Arms asserts that we should read in the word "control," it contends that the express words of the second sentence unambiguously demonstrate that the parties intended that whoever controlled the item is liable for the damages. Its arguments are at odds with each other.

¶ 33. Second, taken at face value, the breadth of Maryland Arms' construction of the contract would produce absurd results. Maryland Arms asserts that any act within the control of the tenant can give rise to liability under the contract. If the landlord can identify an "act" of the tenant that is a "cause" of the damage to the premises, liability for repairing the premises is shifted to the tenant — regardless of how remote the tenant's act was from the damage and regardless of whether the damage would not have occurred but for other concurrent causes outside of the tenant's control.

¶ 34. Imagine the following scenario: A tenant leaves town for the weekend, locking her apartment. While she is out of town, burglars break into the apartment to steal her possessions. Because the door is locked, they break a window to gain entry. Under the second sentence as construed by Maryland Arms, the tenant would be liable for the damage to the window. The act of locking the door was within her control, and but for this act, the window would not have been broken. Does the language of the second sentence of the Liability Paragraph unambiguously demonstrate the parties' intent that the tenant should be liable for this damage?

¶ 35. Likewise, consider a scenario where lightning strikes an appliance that the tenant brought into the apartment, and the subsequent fire causes substantial damage to the entire apartment complex. Bringing the appliance into the apartment was a cause in fact of the fire. Was it the intent of the parties that the tenant would be liable for such damage when they signed the lease?

¶ 36. An inspection of many apartments would likely reveal that the tenant has brought untold number of items into the apartment and has left many appliances turned off but still plugged into an electrical outlet. Many electrical appliances still have live wires even when turned off. In order to avoid liability, did the parties intend that the tenant should routinely unplug such things as the washer and dryer, microwave, telephone answering machine, dishwasher, alarm clock, stereo, television, DVD player, lamps, computer, modem, and electric toothbrush — as well as the hair dryer?

¶ 37. Here, the second sentence of the Liability Paragraph requires an "act" of the tenant which "causes" damage. We cannot conclude, however, that the acts described above were the kinds of "acts" which the parties intended would render a tenant liable under the express words of that sentence.⁹

¶ 38. Accordingly, we do not agree with the circuit court that the second sentence of the liability paragraph unambiguously "memorializes the parties' intent that the defendant would be hable for accidental fire damage." Because the essential principle posed by Maryland Arms, "control," does not appear in the sentence in question and because it is unclear that the parties intended that the conduct here would constitute an "act" which would impose liability on the tenant, we determine that the sentence in the residential lease is ambiguous.¹⁰

B

¶ 39. Even if we determined that the second sentence unambiguously imposed absolute liability on the tenant when read in isolation and that such a construction was reasonable, however, we would be forced to pause when examining the Liability Paragraph as a whole. As the court of appeals has explained when interpreting an insurance policy, "A provision that is unambiguous in itself may be ambiguous in the context of the entire policy." Ruenger v. Soodsma, 2005 WI App 79, ¶ 10, 281 Wis. 2d 228, 695 N.W.2d 840.

¶ 40. "Contextual ambiguity exists when a provision is reasonably susceptible to more than one construction when read in the context of the policy's other language." Marotz v. Hallman, 2007 WI 89, ¶ 39, 302 Wis. 2d 428, 734 N.W.2d 411. "[T]he point of contextual ambiguity [analysis] is not to read provisions in isolation." Id. at ¶ 43.¹¹

¶ 41. Here, if the second sentence is read as broadly as Maryland Arms asserts, then the first sentence has no independent meaning. The first sentence provides that the tenant is "responsible" for "intentional and negligent acts or breaches of this lease" by the tenant or her guests. The second sentence provides that the tenant is "liable for all damage ... in any way, caused by the acts of' the tenant or her guests.

¶ 42. Intentional acts, negligent acts, and breaches are subsets of the broader category "any acts." If the second sentence covered any and all "acts," then it would necessarily cover the types of acts described in the first sentence. Construing the second sentence as broadly as Maryland Arms asserts would subsume the meaning of the first sentence, rendering it mere surplusage.¹²

¶ 43. Given the risk of surplusage, we conclude that the language of the second sentence, when read in the context of the policy's other language, is reasonably susceptible to another construction measured by the objective understanding of an ordinary tenant. Thus, the terms of the lease do not unambiguously provide that Connell is liable for the fire damage caused in part by her acts of bringing a hair dryer into the apartment and plugging it in to an electrical outlet.¹³

C

¶ 44. Having determined that there is ambiguity whether the second sentence of the lease is read in isolation or in conjunction with the first sentence, we must construe the words to determine the meaning. The principle that ambiguities are construed against the drafter is a "deeply rooted doctrine" of contract interpretation. Walters v. Nat'l Props., LLC, 2005 WI 87, ¶ 13, 282 Wis. 2d 176, 699 N.W.2d 71. "In choosing among the reasonable meanings of [an agreement], that meaning is generally preferred which operates against the party who supplies the words[.]" Restatement (Second) of Contracts § 206 (1979).¹⁴

¶ 45. When possible, contract language should be construed to give meaning to every word, "avoiding constructions which render portions of a contract meaningless, inexplicable or mere surplusage." Kasten v. Doral Dental USA, LLC, 2007 WI 76, ¶ 48, 301 Wis. 2d 598, 733 N.W.2d 300. Connell asserts that the only way to read the Liability Paragraph and give meaning to both sentences is to construe "any acts" in the second sentence to refer to the types of acts enumerated in the first sentence.

¶ 46. Connell offers an alternative to Maryland Arms' assertion that the Liability Paragraph imposes absolute liability. She explains that the first sentence assigns "responsibility" to the tenant for "intentional or negligent acts [and] breaches of this lease." Under the first sentence, the tenant is "responsible" regardless of whether the act or breach of the lease is the act of the tenant or of the tenant's "occupant, guest, or invitee." The second sentence describes what the tenant is liable for if she breaches the duties described in the first sentence — the tenant is liable for the damage caused to "the premises and appliances and equipment belonging thereto."

¶ 47. Because Connell's interpretation construes the ambiguity against the drafter and avoids a construction that would render the first sentence meaningless surplusage, we conclude that she offers the more reasonable interpretation of the Liability Paragraph. Therefore, we read the "acts" discussed in the second sentence to refer to the acts that the lease provides responsibility for in the first sentence — intentional or negligent acts or breaches of the lease. Such a construction of the lease comports with another principle of contract interpretation — it avoids a construction that produces an absurd result.

¶ 48. Given that our construction of the lease is dispositive, we decline to address whether any lease provision that assigned liability to a tenant for damages not caused by negligent acts or misuse would contravene the public policy set forth in Wis. Stat. § 704.07.¹⁵ Typically, an appellate court should decide cases on the narrowest possible grounds. State v. Blalock, 150 Wis. 2d 688, 703, 442 N.W.2d 514 (Ct. App. 1989). Issues that are not dispositive need not be addressed. Gross v. Hoffman, 227 Wis. 296, 300, 277 N.W. 663 (1938).

¶ 49. In sum, because the essential principle posed by Maryland Arms, "control," does not appear in the sentence in question and because it is unclear that the parties intended that the conduct here would constitute an "act" that would impose liability on the tenant, we determine that the sentence in the residential lease is ambiguous. Further, the ambiguity is compounded when that sentence is read in the context of the paragraph as a whole, because Maryland Arms' construction of that sentence would render the preceding sentence surplusage. Thus, we conclude that the terms of the lease do not unambiguously provide that Connell is liable for the fire damage caused in part by her acts of bringing a hair dryer into the apartment and plugging it in to an electrical outlet.

¶ 50. Accordingly, we affirm the decision of the court of appeals, albeit on a different rationale.

By the Court. — The analysis of the court of appeals is modified, and, as modified, affirmed.

1 See Maryland Arms Ltd. P'ship v. Connell, 2009 WI App 87, 320 Wis. 2d 147, 769 N.W.2d 145, reversing an order of the Circuit Court for Milwaukee County, Michael B. Brennan, Judge.

2 All subsequent references to the Wisconsin Statutes are to the 2007-08 version unless otherwise indicated.

3 In its circuit court filings, Maryland Arms denied that it wrongfully evicted Connell and wrongly withheld her security deposit. Although the parties may dispute the facts surrounding the termination of the lease, these facts are not material to the issues we decide here.

4 Additionally, Connell counterclaimed, alleging that she was entitled to damages for wrongful eviction and the wrongful withholding of her security deposit. The circuit court entered final judgment without addressing or resolving Connell's counterclaim. The arguments presented by the parties in the circuit court, the court of appeals, and this court have exclusively addressed whether Connell is liable for the repairs to the apartment. Connell has not requested that we remand the case to the circuit court for resolution of her counterclaims.

5 Briefs and arguments were presented on behalf of Maryland Arms by Amici Curiae Apartment Association of South Central Wisconsin, Inc., Apartment Association of Southeastern Wisconsin, Inc., Central Wisconsin Apartment Association, and Lakeshore Apartment Association, Inc.

Amici attached a copy of the form lease used by the Apartment Association of South Central Wisconsin. This lease differs from Maryland Arms' form lease. It provides that the tenant agrees "[t]o be responsible for all acts of negligence or breaches of this agreement by Tenant and Tenant's guests and invitees, and to be liable for any resulting property damage or injury." At oral argument, counsel for amici was unaware of any other form lease besides that of Maryland Arms that contains the language at issue in this case.

6 Wis. Stat. § 704.07 provides, in relevant part:

(1) Application of section. This section applies to ... all residential tenancies. An agreement to waive the requirements of this section in a residential tenancy is void. . . .

(2) Duty of landlord. ... (c) If the premises are damaged by fire,. . . not the result of the negligence or intentional act of the landlord, this subsection is inapplicable and either sub. (3) or (4) governs.

(3) Duty of tenant, (a) If the premises are damaged by the negligence or improper use of the premises by the tenant, the tenant must repair the damage and restore the appearance of the premises by redecorating....

(4) Untenantability. If the premises become untenantable because of damage by fire,. .. the tenant may remove if the inconvenience to the tenant by reason of the nature and period of repair, rebuilding or elimination would impose undue hardship on the tenant. If the tenant remains in possession, rent abates to the extent the tenant is deprived of the full normal use of the premises.... This subsection is inapplicable if the damage or condition is caused by negligence or improper use by the tenant.

7 Although the parties' arguments in this case have primarily focused on the interpretation of Wis. Stat. § 704.07, the question of the interpretation of the lease is properly before the court.

Throughout the litigation, Connell has continuously asserted that the terms of the lease do not impose liability under these facts. The court of appeals briefly opined that the terms of the lease did not impose liability for non-negligent acts, but then based its holding on the statute. Connell's response to the petition for review asserted that interpretation of the contract was an alternative ground that would support the court of appeals' decision.

8 The lease also addresses acts of the tenant's occupants, guests, and invitees which cause damage. Because occupants, guests, and invitees are not at issue in this case, we do not discuss them further.

9 The dissent dismisses the above hypothetical as inapt. Without pointing to any provision in the lease that references "an act of God" or "control," the dissent concludes: "When damage is caused by an unconnected third party or an act of God, the landlord is assigned the duty to fix and pay for the damage to the premises .... In these situations neither party controls events, and responsibility for damage is allocated." Dissent, ¶ 104.

In fact, Maryland Arms' expansive interpretation of the lease would assign the tenant liability for repairing the premises— even when the damage was caused in substantial part by an "unconnected third party" or an "act of God" — as long as the landlord could identify some act of the tenant that was part of a "causal chain." See id., ¶ 112. Appliances, even those that are plugged in, normally do not spontaneously combust without some intervening cause — perhaps a defect caused by the manufacturer or faulty wiring. Here, the factual record is not developed, and nothing in the record sheds light on why this particular hair dryer ignited.

10 Although the dissent purports to rely on the terms of the lease in concluding that Connell is liable for the accidental fire damage here, it is apparent that the dissent's conclusion is unhinged from the lease. Instead of interpreting the text of the lease, the dissent is based on what it considers to be good public policy.

Like Maryland Arms, the dissent poses that the concept of "control" — not found in the lease — "is at the heart of a lease that allocates liability to the party best able to control risk." Dissent, ¶ 103. The dissent asserts that "the tenant is in the best position to manage the premises in a way that minimizes risk." Id.

The question addressed in this opinion is not what risk allocation arrangement is most supported by public policy. Rather, the question is whether the terms of this particular lease unambiguously impose liability on the tenant for repairing the property damage at issue here.

11 "For inconsistencies to alter the construction of an otherwise unambiguous provision, the inconsistencies must be material to the issue in dispute and be of such a nature that a reasonable insured would find an alternative meaning." Marotz v. Hallman, 2007 WI 89, ¶ 39, 302 Wis. 2d 428, 734 N.W.2d 411.

12 At oral argument, counsel for the amici appeared to agree that Maryland Arms' interpretation would render the first sentence surplusage. Counsel asserted that the second sentence was clear and that" 'in any way caused by' means 'in any way caused by.'" The court asked counsel: "But why do you need the first sentence if you interpret the second sentence to mean the tenant is absolutely liable, which is really what you're saying, for any damage caused by the tenant's act — regardless of negligence or intentional?" Counsel responded: "Exactly... , I don't think you need the first sentence. I think to hold the tenant liable here you only need the second sentence."

13 In its brief to the court, Maryland Arms highlights seven additional provisions in the residential lease and one rule contained in an appendix to the lease agreement. Without providing any analysis, it asserts that "while the majority of the appellate proceedings focused on [the Liability Paragraph], this Court can find the Connells liable for the properly damage pursuant to" each of the highlighted provisions. Generally, we do not respond to issues that have not been fully developed or briefed. State v. Johnson, 2009 WI 57, ¶ 71, 318 Wis. 2d 21, 767 N.W.2d 207.

Nevertheless, it appears that most of the provisions highlighted by Maryland Arms are inapt. For instance, paragraph 3.3 provides that the landlord "shall not be liable to Lessee or others ... for any damage to or loss of any personal property located in or about the premises[.]" Similarly, paragraph 8.1(d) provides that the landlord "shall not be liable for any loss ... which Lessee may sustain." Maryland Arms' liability to Connell is not at issue in this case. The only provision which might be relevant is paragraph 3.2, use restrictions. It provides: "Lessee shall not use or keep in or about the premises any article or thing which would in any manner increase the risk of fire ...." Maryland Arms has not presented any analysis or argument about how that provision applies to these facts.

14 The comments to the Restatement explain the rationale underlying this rule:

Where one party chooses the terms of a contract, he is likely to provide more carefully for the protection of his own interests than for those of the other party. He is also more likely than the other party to have reason to know of uncertainties in meaning. Indeed, he may leave meaning deliberately obscure, intending to decide at a later date what meaning to assert.

Restatement (Second) of Contracts § 206 (1979) cmt. a. Further, "[t]his rule is often invoked in cases of standardized contracts and in cases where the drafting party has the stronger bargaining position." Id.; see also Gorton v. Hostak, Henzl & Bichler, S.C., 217 Wis. 2d 493, 506, 577 N.W.2d 617 (1998).

15 The amici expressed concerns that the court of appeals' ruling impedes the freedom to contract. Because our conclusion is based solely on an interpretation of this lease, the freedom to contract is not implicated by this decision. We save for another day a discussion of the scope of Wis. Stat. § 704.07.