Order                                                                                        Michigan Supreme Court
                                                                                                   Lansing, Michigan

  January 24, 2017                                                                                     Stephen J. Markman,
                                                                                                                 Chief Justice

                                                                                                       Robert P. Young, Jr.
                                                                                                            Brian K. Zahra
  153770                                                                                            Bridget M. McCormack
                                                                                                          David F. Viviano
                                                                                                      Richard H. Bernstein
                                                                                                            Joan L. Larsen,
  WNC HOUSING LP, SHELTER RESOURCES                                                                                   Justices
  CORPORATION, and WNC INSTITUTIONAL
  TAX CREDIT FUND XVII LP,
           Plaintiffs-Appellees,
  v                                                                 SC: 153770
                                                                    COA: 324249
                                                                    Wayne CC: 12-003812-CH
  SHELBORNE DEVELOPMENT COMPANY LLC,
  KARLEY SQUARE GP LLC, SHELBORNE PARK
  GP LLC, and KATHY S. MAKINO, a/k/a
  KATHY S. MAKINO-LEIPSITZ,
              Defendants-Appellants.

  ___________________________________________/

         On order of the Court, the application for leave to appeal the February 23, 2016
  judgment of the Court of Appeals is considered and, pursuant to MCR 7.305(H)(1), in
  lieu of granting leave to appeal, we VACATE that part of the Court of Appeals opinion
  holding that defendant Kathy Makino is personally liable as the guarantor of the
  mortgage purchase, and we REMAND this case to that court for reconsideration. The
  Court of Appeals erred by relying on the testimony of David Shaffer, the executive vice
  president of WNC Associates, Inc., a managing partner of plaintiff WNC Housing LP, in
  interpreting the provisions of the partnership agreement, and by reviewing the trial
  court’s interpretation of the partnership agreement for clear error. See e.g., Detroit Fire
  Fighters Ass’n, IAFF Local 344 v City of Detroit, 482 Mich 18, 28 (2008) (“issues of
  contract interpretation are also questions of law reviewed de novo”). On remand, the
  Court of Appeals shall review this issue de novo as a matter of law.




                           I, Larry S. Royster, Clerk of the Michigan Supreme Court, certify that the
                     foregoing is a true and complete copy of the order entered at the direction of the Court.
                           January 24, 2017
           a0117
                                                                               Clerk
