Witherspoon Wilson Associates v. Lexington County Community Mental Health Center

THIS OPINION
HAS NO PRECEDENTIAL VALUE.  IT SHOULD NOT BE CITED OR RELIED ON AS PRECEDENT IN
ANY PROCEEDING EXCEPT AS PROVIDED BY RULE 239(d)(2), SCACR.

THE STATE OF SOUTH CAROLINA

In The Court of Appeals

Witherspoon
Wilson Associates, Respondent,

v.

Lexington County Community Mental Health Center, Appellant.

Appeal From Lexington County

 Clyde N. Davis, Jr., Special Circuit Judge

Unpublished Opinion No. 2008-UP-130

Heard February 5, 2008 – Filed February
20, 2008   

REVERSED AND REMANDED

Mark W. Binkley and R. Alan Powell, both of Columbia, for
Appellant.

David Andrew Maxfield and John S. Nichols, both of Columbia, for Respondent.

PER CURIAM: In
this breach of contract action, Lexington County Community Mental Health Center (the Center) appeals the grant of partial summary judgment to Witherspoon
Wilson Associates (the Lessor).  We reverse and remand.

FACTS

The Center, an outpatient facility of the
South Carolina Department of Mental Health (SCDMH), entered into a seven-year
lease (the Lease) with the Lessor, a developer and manager of commercial real
estate and investment property. The leased property was a commercial building
located in West Columbia, South Carolina.  The lease term was to commence March
1, 2001, and end on February 29, 2008.  

During
the lease term, the Center entered into lease agreements with two additional lessors.  In July 2003, the Center entered into a lease, effective August 1,
2003, with Saluda Ridge, LLC for premises at 215 Palmetto Park, Lexington, South Carolina.  In September 2003, the Center entered into a lease, effective
September 1, 2003, with the Michael and Helen Masters Family Trust for premises
at 3965 Fish Hatchery Road, Gaston, South Carolina.  Over the next several
months the Center continued to pay the Lessor rent under the Lease, but began
moving various programs from the Lessor’s building to property either owned by
the Center and SCDMH, or the recently leased properties at Palmetto Park and Fish Hatchery Road.  On February 20, 2004, Mr. Richard Acton, the Center’s
Executive Director, sent a letter to the Lessor giving notice that the Center
was cancelling the Lease pursuant to Paragraph 6(f). 

Paragraph 6 of the lease, entitled “LESSEE CANCELLATION,” contained
six provisions allowing the Center to cancel the Lease prior to the end of the
lease term.  Paragraph 6(f) provides:

After applicable written notice to Lessor, [the Center] may cancel
this lease without penalty, charge or further obligation:

(f) after the first six (6) months from commencement date, by
giving one hundred twenty days written notice, provided that the OCCUPANT moves
into a building owned, leased or otherwise controlled by [the Center],
SCDMH or any other public agency or entity.

(emphasis added)

After providing notice of cancellation, the Center paid rent for
another 120 days, but thereafter ceased paying rent.  The Lessor brought an
action for breach of contract against the Center.  The master, sitting as a
special circuit judge, heard the matter upon a motion for partial summary
judgment filed by the Lessor.  The judge found the Center’s interpretation of
the cancellation provision “absurd,” for under such a reading “there would
literally be no circumstance under which [the Center] could not unilaterally
cancel the lease simply by moving out and renting any other space that it
preferred.”  In making the determination, the judge applied contract
construction principles. As a further basis for the ruling, the judge found
Paragraph 6(f), at a minimum, was ambiguous “in its meaning or application.” 
Thus, the judge construed the clause against the Center, as the drafter of the
Lease, and granted partial summary judgment in favor of the Lessor.  This
appeal follows. 

STANDARD OF REVIEW

When
reviewing the grant of summary judgment, an appellate court applies the same
standard that governs the trial court under Rule 56, SCRCP: summary judgment is
proper when there is no genuine issue as to any material fact and the moving
party is entitled to judgment as a matter of law.  Moore v. Weinberg,
373 S.C. 209, 215, 644 S.E.2d 740, 743 (Ct. App. 2007).  In determining whether
any triable issues of fact exist, the evidence and all reasonable inferences
therefrom must be viewed in the light most favorable to the non-moving party.  Osborne
v. Adams, 346 S.C. 4, 7, 550 S.E.2d 319, 321 (2001). 

Summary judgment is
appropriate if the pleadings, depositions, answers to interrogatories, and
admissions on file, together with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving party is entitled to
judgment as a matter of law.  Rule 56 (c), SCRCP;  Moore, 373 S.C. at
215, 644 S.E.2d at 743.  Summary judgment is not appropriate where further
inquiry into the facts of the case is desirable to clarify the application of
the law.  Id.  Summary judgment is a drastic remedy that should be
cautiously invoked in order not to improperly deprive a litigant of a trial on
the disputed factual issues.  Murray v. Holnam, Inc., 344 S.C.
129, 138, 542 S.E.2d 743, 747 (Ct. App. 2001). 

LAW/ANALYSIS

The
Center contends summary judgment was improper because the court found the
cancellation provision under Paragraph 6(f) ambiguous.  Alternatively, the
Center argues if the cancellation provision under Paragraph 6(f) is not
ambiguous, summary judgment in favor of the Lessor was improper because the
Center did not breach the lease.

Where
a motion for summary judgment presents a question as to the construction of a
written contract, if the language employed by the agreement is plain and
unambiguous, the question is one of law and can be properly disposed of at
summary judgment.  Hansen v. United Services Automobile Assoc., 350 S.C.
62, 67, 565 S.E.2d 114, 116 (Ct. App. 2002).  However, where the motion for
summary judgment presents a question as to the construction of a written
contract, and the contract is ambiguous because the intent of the parties
cannot be gathered from the four corners of the instrument, summary judgment is
improper.  Gilliland v. Elmwood Properties, 301 S.C. 295, 299, 391
S.E.2d 577, 579 (1990).  An ambiguous contract is a contract capable of being
understood in more than one way or a contract unclear in meaning because it
expresses its purpose in an indefinite manner.  Klutts Resort Realty, Inc.
v. Down’Round Dev. Corp., 268 S.C. 80, 89, 232 S.E.2d 20, 25 (1977). 

In this case, on a motion for
summary judgment, the court found Paragraph 6(f) created an ambiguity “in its
meaning [and] application.”  The court further found the
Center’s interpretation of the cancellation provision “absurd” and utilized
principles of contract construction to resolve the ambiguity instead of
proceeding to a hearing on the merits.  Where a contract is ambiguous and
capable of more than one construction, the matter is one to be determined by
the fact finder.  See e.g. HK New Plan Exchange Property Owner
I, LLC v. Coker, 375 S.C. 18, 23, 649 S.E.2d 181, 184 (Ct. App. 2007); Wheeler
v. Globe Rutgers Fire Ins. Co. of City of N.Y., 125 S.C. 320, 325, 118 S.E.
609, 610 (1923).  Therefore, we find the court improperly resolved the
ambiguity on summary judgment.[1]  In light of our disposition, we need not address the
Center’s remaining issue.  See Whiteside v. Cherokee County Sch. Dist. No. One, 311 S.C. 335, 340-41, 428 S.E.2d 886, 889 (1993) (appellate
court need not address a remaining issue when resolution of prior issue is
dispositive).  Accordingly, the decision is

REVERSED
AND REMANDED.  

HUFF and PIEPER,
JJ, and GOOLSBY, A.J., concur.

[1] We note that it is possible for a court to reject an
absurd interpretation as a matter of law.  Holden v. Alice Mfg., Inc.,
317 S.C. 215, 221, 452 S.E.2d 628, 631 (Ct. App. 1994) (finding a contract must
be interpreted in its natural and ordinary sense, such that it receive
“sensible and reasonable construction and not such construction as will lead to
absurd consequences or unjust results.”).  At oral argument, we questioned
counsel as to whether the matter was submitted for a decision on the merits as
opposed to a decision based solely on summary judgment principles. While this
court received conflicting responses, we must base our decision on the record
which does not indicate the matter was postured as a “merits” decision to the
trial court.  Before the judge reached a decision as to which interpretation to
adopt, he concluded an ambiguity existed that would allow for him to consider either
opposing interpretations or the intention of the parties; absent an agreement
to do so, these matters are not properly resolved by summary judgment.