 Pursuant to Ind.Appellate Rule 65(D),
 this Memorandum Decision shall not be
 regarded as precedent or cited before
 any court except for the purpose of                                     Oct 16 2014, 9:57 am
 establishing the defense of res judicata,
 collateral estoppel, or the law of the case.




ATTORNEY FOR APPELLANT:                               ATTORNEYS FOR APPELLEES:
JAMES E. STOLTZ                                       KRYSTAL M. LECHNER
Stoltz Law Office                                     Evansville, Indiana
Evansville, Indiana
                                                      CRYSTAL G. ROWE
                                                      KIGHTLINGER & GRAY, LLP
                                                      New Albany, Indiana




                               IN THE
                     COURT OF APPEALS OF INDIANA

CROWN CAPITAL SOLUTIONS,                              )
                                                      )
       Appellant/Respondent,                          )
                                                      )
               vs.                                    )   No. 82A04-1403-SC-101
                                                      )
MILLER PIPELINE CORP. and                             )
LIBERTY MUTUAL,                                       )
                                                      )
       Appellees/Petitioners.                         )


                 APPEAL FROM THE VANDERBURGH SUPERIOR COURT
                         The Honorable Sheila M. Corcoran, Judge
                            Cause No. 82D06-1309-SC-10031


                                           October 16, 2014

                 MEMORANDUM DECISION - NOT FOR PUBLICATION

VAIDIK, Chief Judge
                                        Case Summary

       Crown Capital Solutions filed a small-claims action against Miller Pipeline

Corporation and its insurer, Liberty Mutual. Crown sought $6000 in damages to a 2008

Chevrolet Corvette owned by Blair and Tyler Mielke and alleged that it was entitled to

bring the action as Blair’s assignee. Miller Pipeline and Liberty Mutual filed a motion to

dismiss, arguing that Blair had not assigned any valid cause of action to Crown Capital.

The small-claims court granted the motion, and Crown Capital now appeals. Because we

conclude that Blair failed to assign any valid cause of action to Crown Capital, we affirm.

                                Facts and Procedural History

       On November 2, 2011, Blair and Tyler Mielke’s 2008 Chevrolet Corvette was

damaged by roadwork being performed by Miller Pipeline.1                   The Mielkes filed a

property-damage claim against Miller Pipeline.             Liberty Mutual, Miller Pipeline’s

insurer, settled the claim for $8692.67, and Tyler signed a release waiving all claims

relating to the November 2, 2011 incident. Appellant’s App. p. 30-31. The Mielkes sold

the 2008 Chevrolet Corvette in September 2012.

       After selling the Corvette, Tyler contacted Liberty Mutual to inquire about

pursuing a diminished-value claim. Liberty Mutual informed Tyler that Blair could

pursue such a claim because he was a partial owner when the Corvette was damaged.




       1
          Blair is Tyler’s father. Blair and Tyler were both listed as owners on the 2008 Chevrolet
Corvette’s title when it was damaged. See Appellant’s App. p. 26.
                                                2
       Six months later, Blair executed an assignment (“the Assignment”) transferring his

claim for diminished-value damages to Crown Capital. It provided:




Id. at 12.

       Shortly after the Assignment was executed, Crown Capital filed suit against Miller

Pipeline and Liberty Mutual. It sought to recover $6000 in damages and attached the

Assignment to its complaint. Id. at 6. Crown Capital also attached a letter from one of
                                           3
its employees—dated September 9, 2013—to Liberty Mutual requesting payment of

$6663.74 for damage to a 2008 Chevrolet Corvette that occurred on November 2, 2011.

Id. at 10-11.

       Miller Pipeline and Liberty Mutual filed a motion to dismiss arguing that: (1) Blair

assigned a claim for damage to a 2011 Chevrolet Camaro, not a 2008 Chevrolet Corvette,

which meant that Crown Capital had no standing to bring a claim for damage to a 2008

Chevrolet Corvette; and (2) Blair did not assign any claim against the at-fault party,

Miller Pipeline, and Blair had no direct claim against Liberty Mutual, Miller Pipeline’s

insurer. Id. at 21-22. In its response to the motion to dismiss, Crown Capital argued that

the Assignment contained a scrivener’s error but was intended to “assign [Blair’s] right to

recover from Miller Pipeline for the damage to the 2008 Chevrolet Corvette.” Id. at 35.

Crown Capital asked the court to reform the instrument to reflect the parties’ actual

intent. Id.

       Miller Pipeline and Liberty Mutual brought new facts to light in their response to

Crown Capital’s filing. Id. at 42-46. Citing text from Crown Capital’s website, they

argued that:

               “According to Crown Capital Solution’s website, the company is in
                the business of transferring ownership of claims to provide ‘all the
                legal and civil rights to the DV [diminished value] claim so that the
                insurance company is required to work with us, removing the time
                and headaches associated with an equitable recovery.’”
               “The [Crown Capital] website goes on to claim, ‘in many cases
                Crown Capital educates the insurance companies on the case law
                and understanding DV settlements. However, some claims still
                require litigation for a fair resolution. Once the final settlement or
                judgment has been made, we will then provide payment for your
                claim.’”


                                               4
Id. at 43. Based on these representations, Miller Pipeline and Liberty Mutual argued that

Crown Capital’s “explanation that [the drafter of the Assignment] ‘made a mistake’ is not

sufficient to reform the assignment to the prejudice of the entities who were not present

to [it].” Id. at 44.

       The small-claims court held a hearing on the parties’ motions.2 After taking the

matter under advisement, the court granted Miller Pipeline and Liberty Mutual’s motion

and dismissed the matter with prejudice. Crown Capital now appeals.

                                      Discussion and Decision

       Crown Capital argues that the trial court erred in granting Miller Pipeline and

Liberty Mutual’s motion to dismiss. Because it appears that the trial court considered

matters outside the pleadings—specifically, text excerpted from Crown Capital’s

website—we think the issue is properly phrased as whether the trial court erred in

granting their motion for summary judgment.

       Indiana Trial Rule 12(B) provides that a motion to dismiss for failure to state a

claim shall be treated as a motion for summary judgment when “matters outside the

pleading are presented to and not excluded by the trial court.” Where a trial court treats

a motion to dismiss as one for summary judgment, the court must grant the parties a

reasonable opportunity to present Trial Rule 56 materials. See Ind. Trial Rule 12(B).

The trial court’s failure to give explicit notice of its intended conversion of

a motion to dismiss to one for summary judgment is reversible error only if a reasonable




       2
           The hearing was not transcribed.
                                                5
opportunity to respond is not afforded to a party and the party is prejudiced as a result.3

Azhar v. Town of Fishers, 744 N.E.2d 947, 950 (Ind. Ct. App. 2001) (citation omitted).

       It appears the trial court treated Miller Pipeline and Liberty Mutual’s motion to

dismiss as a motion for summary judgment; thus, we apply the summary-judgment

standard. The purpose of summary judgment is to end litigation about which there can be

no factual dispute and which may be determined as a matter of law.                    Id. (citation

omitted). The moving party bears the burden of making a prima facie showing that there

are no genuine issues of material fact. Ind. Trial Rule 56(C). It is only after the moving

party makes a prima facie showing that there is no genuine issue of material fact that the

burden shifts to the non-moving party to set forth specific facts showing the existence of

a genuine issue for trial. Ind. Trial Rule 56(E).

       Summary judgment was properly granted here. By the express language of the

Assignment, Blair assigned “any and all claims, demands, cause or causes of action of

any kind whatsoever against ____________ (at fault party) and/or Liberty Mutual (at

fault insurance carrier) . . . .” Blair did not assign any cause of action against Miller

Pipeline: Miller Pipeline is not named anywhere in the Assignment, and the line for “at

fault party” was left blank. And Blair had no direct cause of action against Liberty

Mutual, Miller Pipeline’s insurer. As a result, Blair had no cause of action against

Liberty Mutual to assign. See Cromer v. Sefton, 471 N.E.2d 700, 703 (Ind. Ct. App.




       3
          There is no evidence that Crown Capital was prejudiced by this conversion, nor does Crown
Capital argue that it was. After Miller Pipeline and Liberty Mutual cited text from Crown Capital’s
website, the trial court held a hearing on the parties’ motions; Crown Capital had an opportunity to
respond to Miller Pipeline and Liberty Mutual’s assertions at that time.
                                                 6
1984) (“[T]here is no duty or fiduciary relation running from the insurer to the injured

plaintiff. The insurer’s only duty is to the insured on its contract.”).

        Crown Capital argues that Blair obviously intended to assign the right to recover

from Miller Pipeline, despite the fact that Miller Pipeline was not mentioned in the

Assignment. See Appellant’s Br. p. 7-8. But when construing a contract, unambiguous

contractual language is conclusive upon the parties and the courts. Hawa v. Moore, 947

N.E.2d 421, 426 (Ind. Ct. App. 2011). If an instrument’s language is unambiguous, the

parties’ intent is determined from the four corners of the instrument. Id. Because the

Assignment is unambiguous, we do not examine the parties’ intent.4

        Because Blair failed to assign any valid cause of action to Crown Capital, Crown

Capital has no claim to pursue, and the trial court properly granted summary judgment to

Miller Pipeline and Liberty Mutual.5

        Affirmed.

FRIEDLANDER, J., and MAY, J., concur.




        4
          Perhaps recognizing this, Crown Capital sought to reform the Assignment. Reformation is an
extreme equitable remedy to relieve the parties in the case of mutual mistake or fraud. Peterson v. First
State Bank, 737 N.E.2d 1226, 1229 (Ind. Ct. App. 2000) (citation omitted), reh’g denied. Reformation is
appropriate only where: (1) there is a mutual mistake such that the written instrument does not reflect
what the parties truly intended or (2) there has been a mistake on the part of one party accompanied by
fraud or inequitable conduct by the other party. Id. Reformation may correct a scrivener’s error where it
is logically indicated that both parties were mistaken as to the actual contents of the instrument. Id.
However, a mistake of law—such as a mistake as to the legal import of language used—will not normally
support a claim for reformation. Id. Here, the errors in the Assignment amount to a mistake of law;
specifically, a mistake regarding Blair’s right to recover against Liberty Mutual. For this reason,
reformation was not appropriate.
        5
          Because we resolve this case on this ground, we need not address the parties’ arguments
regarding the mistake in the Assignment regarding the car model.
                                                   7
