Prochazka v. Bee-Three Development, LLC

2015 Ark. App. 384, 466 S.W.3d 448, 2015 Ark. App. LEXIS 491
CourtCourt of Appeals of Arkansas
DecidedJune 17, 2015
DocketNo. CV-15-13
StatusPublished
Cited by7 cases

This text of 2015 Ark. App. 384 (Prochazka v. Bee-Three Development, LLC) is published on Counsel Stack Legal Research, covering Court of Appeals of Arkansas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Prochazka v. Bee-Three Development, LLC, 2015 Ark. App. 384, 466 S.W.3d 448, 2015 Ark. App. LEXIS 491 (Ark. Ct. App. 2015).

Opinions

BRANDON J. HARRISON, Judge

| ¶ This appeal asks whether the parties’ purchase agreement supports at least two reasonable interpretations on when Bee-Three Development, LLC could terminate its agreement with the Prochazkas and scuttle the sale of a commercial lot. If the agreement is not open to varying interpretations, then the Pope County Circuit Court’s summary judgment in favor of Bee-Three Development, LLC may be affirmed. If, however, the contract was open to different reasonable interpretations on the termination question, then the court erred as a matter of law in granting summary judgment.

I.

Bee-Three Development, LLC entered into a written agreement to purchase a commercial lot from Robert and Donna Prochazka. During the inspection period Bee-Three terminated the agreement and demanded that the Prochazkas return $7,000 in |2earnest money. The Prochaz-kas refused. Bee-Three sued for the earnest money; the Prochazkas counterclaimed for breach of contract and asked that the earnest money be forfeited to them as liquidated damages. Bee-Three then moved for summary judgment, and the circuit court granted the motion, concluding that one of the contract’s three termination clauses unambiguously gave Bee-Three an “absolute” right to terminate the contract within the inspection period. Because we are persuaded that the termination clause is ambiguous when the entire contract is considered, we reverse the summary judgment, reinstate the counterclaim, and remand.

This controversy centers on Article 4 of the purchase agreement, which states:

Article 4

Inspection of Property

4.1 Inspection Period. During the Inspection Period, Buyer may conduct soil, engineering, environmental, geotechnical, and other tests with regard to the Property, including phase 1 and phase 11 environmental studies; investigate the availability of necessary permits and licenses and the applicable governmental requirements relating to Buyer’s intended use of the Property, will satisfy itself that the Property is or, in a timeframe and at a cost acceptable to Buyer, can be platted as a separate single tax lot, will satisfy itself that the Property has utilities sufficient for Buyer’s intended use, and that the Land and that the Property has the right of access and determine generally the desirability and utility of the Property for Buyer’s planned use of the Property.... Upon the expiration of the Inspection Period, the Earnest Money shall be non-refundable and “at-risk” other than as a result of a default by Seller.
4.2 [Intentionally Omitted]
4.3 Right to Terminate. If Buyer determines, in its sole and absolute discretion, that the Property is not suitable for Buyer’s intended use, then Buyer may terminate this Agreement by notifying Seller in writing of its election to terminate on or before the last day of the Inspection Period. If Buyer timely gives the notice on or before the expiration of the Inspection Period, this Agreement will terminate and the parties will have no further rights, liabilities, or obligations, except for those which are expressly to 1¡¡survive, and the Earnest Money, less the independent consideration paid to Seller shall be returned to Buyer[.]
If Buyer does not timely give written notice of its election to terminate this Agreement, Buyer has no further right to terminate this Agreement pursuant to this Section. Upon the expiration of the Inspection Period the Title Company is irrevocably authorized and directed to deliver the Earnest Money to Seller.

And here is the heart of the circuit court’s ruling on ambiguity as it granted summary judgment to Bee-Three:

When the Parties’ contract reserved to [Bee-Three] the right to terminate the contract “in its sole and absolute discretion,” that right was, by the very words that created it, absolute. To posit an interdependence between the “right to terminate” paragraph of the contract and the “right to inspect” paragraph, when the contract does not support such a nexus, is a violation of the clear meaning of the language and introduces an unwarranted and unjustifiable occasion to impute [an] ambiguity when there really is none.

In line with its finding that there was no ambiguity in the contract, the court ruled that Bee-Three properly exercised a right to terminate the contract, granted its motion for summary judgment, and awarded Bee-Three the $7,000 earnest money and costs. The Prochazkas appeal that decision.

II.

A circuit court may grant a summary judgment when there are no genuine issues of material fact to be decided by a trier of fact and the moving party is entitled to judgment as a matter of law. Benton Cnty. v. Overland Dev. Co., 371 Ark. 559, 268 S.W.3d 885 (2007). After a moving party has established a prima facie entitlement to summary judgment, the opposing party must meet proof with proof and demonstrate the existence of a material issue of fact. Id. On appeal, we determine if summary judgment was | ^appropriate based on whether the eviden-tiary items presented by the moving party in support of its motion leave a material fact unanswered. Id. This court views the evidence in the light most favorable to the party against whom the motion was filed, resolving all doubts and inferences against the moving party. Id. Our review is not limited to the pleadings; we usually also focus on the affidavits, if any, and other documents filed by the parties, though this case is a bit different for reasons that will be explained in due course.

Circuit courts initially decide whether a contract is ambiguous. Keller v. Safeco Ins. Co. of Am., 317 Ark. 308, 312, 877 S.W.2d 90, 93 (1994). A contractual provision is ambiguous when, as we stated at the outset, there is doubt or uncertainty as to its meaning so that it is open to at least two reasonable interpretations. Elam v. First Unum Life Ins. Co., 346 Ark. 291, 297, 57 S.W.3d 165, 169 (2001). The primary contract-interpretation rule is to give the parties’ words the meaning that they intended them to have. E.g., Singletary v. Singletary, 2013 Ark. 506, at 10, 431 S.W.3d 234, 240-41. And we must give the words their plain and ordinary meaning. Id. “The best construction is that which is made by viewing the subject of the contract, as the mass of mankind would view it, as it may be safely assumed that such was the aspect in which the parties themselves viewed it.” Id. Another settled rule is that the parties’ intention must be gathered, not from particular words and phrases, but from the entire agreement. Id.

When a contract is unambiguous the circuit court applies the plain language of the parties’ terms and determines as a matter of law how to apply the contract. Roberts Contracting Co. v. Valentine-Wooten Rd. Pub. Facility Bd., 2009 Ark. App. 437, 320 S.W.3d 1; see also Fryer v. Boyett, 64 Ark. App. 7,

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Bluebook (online)
2015 Ark. App. 384, 466 S.W.3d 448, 2015 Ark. App. LEXIS 491, Counsel Stack Legal Research, https://law.counselstack.com/opinion/prochazka-v-bee-three-development-llc-arkctapp-2015.