            If this opinion indicates that it is “FOR PUBLICATION,” it is subject to
                 revision until final publication in the Michigan Appeals Reports.




                          STATE OF MICHIGAN

                            COURT OF APPEALS


JOSEPH E. DECAMINADA and CAROL                                       UNPUBLISHED
DECAMINADA,                                                          February 18, 2020

               Plaintiffs-Appellants,

v                                                                    No. 345847
                                                                     Oakland Circuit Court
BRUCE A. HAMMOND, JOYCE M. HAMMOND                                   LC No. 2017-160702-CK
and TIMBERS OF OAKLAND LAKE
ASSOCIATION,

               Defendants-Appellees.


Before: MURRAY, C.J., and SWARTZLE and CAMERON, JJ.

PER CURIAM.

        In this breach-of-contract action involving the rebuilding of a condominium home owned
by defendants Bruce and Joyce Hammond, plaintiffs Joseph and Carol DeCaminada appeal as of
right an order granting summary disposition in favor of defendants. We conclude that defendants
did not breach the condominium community’s governing documents and affirm.

                                        I. BACKGROUND

        The Hammonds purchased a home in the Oakland Lake Association condominium
community in 2002. In 2015, their home was destroyed by fire, and they decided to rebuild on the
same condominium plot. The Hammonds received design approval for a new home from both the
Association and township. The new home met the condominium community’s original plans and
specifications (e.g., the structure was located within the “building envelope” on their plot, it had
the appropriate number of bedrooms, etc.), although it was larger than the first home and about 30
feet closer to the DeCaminadas’ home next door. The DeCaminadas also claimed that the
Hammonds’ new landscaping included large rocks and a staircase located too close to the property
line separating the plots. The Hammonds did not seek written approval from the Association prior
to installing the landscaping, although they did receive such approval after the fact.

       The DeCaminadas sued defendants, claiming breach of the condominium community’s
governing documents. Relevant here, Article V of the community’s Bylaws addresses the


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reconstruction or repair of units and provides: “If any part of the Condominium Premises shall be
damaged, the determination of whether or not it shall be reconstructed or repaired” will be made
by the owner, who shall “restore his unit and the improvements thereon to a clean and sightly
condition satisfactory to the Association and in accordance with the provisions of Article VI.”
Section 5.2 further provides: “Any such reconstruction or repair shall be substantially in
accordance with the Master Deed and the original plans and specifications for any damaged
improvements located within the Unit unless the Co-owners shall unanimously decide otherwise.”
Article VI sets forth various restrictions and states in relevant part: “No co-owner shall make
alterations, modifications or changes in any of the units or common elements, limited or general,
without the express written approval of the [Association’s] board of directors.” Article VI requires
similar approval for landscaping.

        The Bylaws are attached to the community’s Master Deed. Section 7.2 of the Master Deed
sets out various specifications for the properties in the community, including sizes, appropriate
home styles, and prohibited sidings. Section 7.2(b) of the Master Deed requires that a home
constructed in the community must be approved by the original developer (or the Association as
successor-in-interest) and the local township.

        In pursuing their claims, the DeCaminadas contend that, under Section 5.2 of the Bylaws,
the Hammonds were required to take one of two actions when rebuilding: (1) the Hammonds could
build substantially the same home as the one that was destroyed; or (2) they could build something
different, but only if they received unanimous consent of the other condominium community
owners. The DeCaminadas maintain that the Hammonds’ second (the replacement) home is not
in substantial accordance with the plans and specifications of the first home, and it is undisputed
that the Hammonds did not seek or receive consent from all of the other owners. The DeCaminadas
similarly take issue with the Hammonds’ new landscaping. Accordingly, the DeCaminadas argue
that defendants have violated the community’s governing documents.

        Defendants respond that the DeCaminadas are misreading the governing documents. They
argue, instead, that the Hammonds were required (and did) rebuild in substantial accordance with
the Master Deed and the community’s original plans and specifications. The Hammonds sought
and received the only consent that they needed, i.e., from the Association and the township, and
they were not required to get consent from all of the other owners, including the DeCaminadas.
Finally, they argue that there was no breach of the Master Deed or Bylaws with regard to the
Hammonds’ new landscaping.

        On motions for summary disposition under MCR 2.116(C)(10), the trial court granted
disposition in favor of defendants. Plaintiffs now appeal.

                                         II. ANALYSIS

                                 A. STANDARD OF REVIEW

       We review de novo a trial court’s grant or denial of a motion for summary disposition.
Ormsby v Capital Welding, Inc, 471 Mich 45, 52; 684 NW2d 320 (2004). When doing so, we
consider the record evidence submitted by the parties in the light most favorable to the nonmoving
party. Rose v Nat’l Auction Group, 466 Mich 453, 461; 646 NW2d 455 (2002). Summary


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disposition is appropriate if there is no genuine issue of material fact and the moving party is
entitled to judgment as a matter of law. Id.

        The DeCaminadas’ lawsuit alleges breaches of contract. To demonstrate a breach of
contract, a plaintiff must demonstrate “the existence and terms of a contract, that the defendant
breached its terms, and that the breach caused damages to the plaintiff.” Van Buren Charter Twp
v Visteon Corp, 319 Mich App 538, 554; 904 NW2d 192 (2017). The Condominium Act, MCL
559.101 et seq., provides that the “administration of a condominium project is governed by the
condominium bylaws” attached to the master deed, along with the subdivision plan. MCL
559.103(9); MCL 559.108; MCL 559.153; see Tuscany Grove Ass’n v Peraino, 311 Mich App
389, 393; 875 NW2d 234 (2015). The governing documents determine the rights of the
community’s owners and “are interpreted according to the rules governing the interpretation of a
contract.” MCL 559.103(9); Tuscany Grove Ass’n, 311 Mich App at 393.

                                  B. REBUILD OF THE HOME

        The DeCaminadas first argue that the Hammonds committed a breach of contract when
they rebuilt their home by violating Section 5.2 of the Bylaws. On appeal, the DeCaminadas argue
that they are not seeking to have the home torn down and rebuilt in a different location, but they
do contend that parts of the structure should be rebuilt so as to conform more closely to the original
home’s footprint.

        The goal of contract interpretation “is to determine and enforce the parties’ intent on the
basis of the plain language of the contract itself.” AFSCME v Detroit, 267 Mich App 255, 261-
262; 704 NW2d 712 (2005). The words of a contract “are interpreted according to their plain and
ordinary meaning,” and this Court “gives effect to every word, phrase, and clause” while avoiding
“interpretations that would render any part of the document surplusage or nugatory.” Tuscany
Grove Ass’n, 311 Mich App at 393. It is for the courts to determine, as a question of law, the
meaning of a contact where the language is clear and unambiguous. AFSCME, 267 Mich App at
262. Ultimately, this Court enforces clear and unambiguous language as written. Tuscany Grove
Ass’n, 311 Mich App at 393. “A provision in a contract is ambiguous if it irreconcilably conflicts
with another provision, or when it is equally susceptible to more than a single meaning.” Royal
Prop Group, LLC v Prime Ins Syndicate, Inc, 267 Mich App 708, 715; 706 NW2d 426 (2005).

       The DeCaminadas argue that a plain reading of Section 5.2 requires that, absent unanimous
approval from all of the condominium owners, the Hammonds’ second (rebuilt) home had to be
substantially in accordance with the Master Deed and the plans and specifications of the
Hammonds’ first home. Defendants contend that the rebuilt home simply had to be substantially
in accordance with the Master Deed and the community’s original plans and specifications.

        As noted, Section 5.2 provides: “Any such reconstruction or repair shall be substantially in
accordance with the Master Deed and the original plans and specifications for any damaged
improvements located within the Unit unless the Co- owners shall unanimously decide otherwise.”
Read in isolation, the provision could bear either interpretation. But, when interpreting a contract,
a term or phrase cannot be construed in isolation, but must instead be construed in context and in
light of the contract as a whole. See Auto-Owners Ins Co v Seils, 310 Mich App 132, 148; 871
NW2d 530 (2015). Read in context, defendants have the better position.


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        That defendants have the better position is most clearly shown by considering other
portions of the governing documents. For example, similar to Section 5.2 of the Bylaws, Section
7.2(b) of the Master Deed describes “plans and specifications.” These “plans and specifications”
are those that were originally created by the developer. These can be found in various places,
including Section 7.2(c) of the Master Deed, which requires that, for example, homes have square-
footage restrictions and have a maximum of four bedrooms. Additional plans and specifications
can be found in the community’s subdivision plan, which sets out the property lines of the various
private plots and common areas, as well as the building envelopes within each private plot (i.e.,
areas within a particular plot’s property lines where a structure can be built). It is undisputed that
the Hammonds’ second home satisfies the community’s original plans and specifications.

        Moreover, defendants’ reading makes sense when considering the purpose of the
condominium community as a whole. When deciding whether to purchase a unit and join the
condominium community, a prospective owner could look to the community’s governing
documents and determine whether the plans and specifications of homes set forth in those
documents match the prospective owner’s expectations. If the prospective owner became an actual
owner, then presumably that owner agreed with the plans and specifications set forth in those
documents, and that owner’s reasonable expectations were based on the community’s governing
documents. If a home was subsequently destroyed by fire and the affected owner rebuilds, as long
as the rebuilt home satisfied the plans and specifications set forth in the governing documents, the
community’s original purpose and the co-owners’ reasonable expectations based on that purpose
were preserved.

        Finally, the DeCaminadas’ reading would require that an owner be treated differently
depending on whether that owner was building for the first or second time. To illustrate, assume
that the Hammonds had built their second home first—i.e., when their plot was initially developed,
the second home was the one actually constructed. In that case, the Hammonds would not have
needed approval from all of the co-owners. Instead, because it fit within the community’s original
plans and specifications, the Hammonds would have only needed approval of the developer (or
Association) and the township. But, under the DeCaminadas’ reading, the Hammonds needed
unanimous approval of the co-owners to build their second home, even though they would not
have needed such approval had they built the second home first. Nothing in the governing
documents supports this strained interpretation of Section 5.2.

         Contractual language cannot be read in isolation, but must, instead, be read in context.
When read in context, Section 5.2 is not equally susceptible to different meanings and, therefore,
it is not ambiguous. Under the better reading, the Bylaws do not require that the Hammonds had
to obtain unanimous approval from the community’s other co-owners to rebuild their home. This
determination is fatal to the DeCaminadas’ first claim of breach of contract, and summary
disposition in favor of defendants is appropriate.

                                       C. LANDSCAPING

        For their second claim, the DeCaminadas argue that the Hammonds breached the Bylaws
when they installed new landscaping because they did so before first obtaining the Association’s
written approval. The Bylaws do not, however, require prior written approval for landscaping,
and the record confirms that the Association approved in writing the Hammonds’ landscaping after


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it was installed. There is nothing in the record to show that the landscaping encroaches on the
DeCaminadas’ property or otherwise violates the Master Deed or Bylaws. Moreover, as the trial
court ruled, the DeCaminadas failed to identify any damages resulting from the asserted breach of
contract. As for the Association, the DeCaminadas did not allege that it breached a specific
provision of the Bylaws or Master Deed with respect to the landscaping. Accordingly, for the
reasons more fully set forth by the trial court on this issue, summary disposition is appropriate with
respect to the landscaping as well.

       Affirmed. Defendants, having prevailed in full, may tax costs under MCR 7.219(F).



                                                              /s/ Christopher M. Murray
                                                              /s/ Brock A. Swartzle
                                                              /s/ Thomas C. Cameron




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