DocketNumber: Docket 138908
Citation Numbers: 487 Mich. 648
Judges: Kelly, Cavanagh, Hathaway, Weaver, Corrigan, Young, Markman
Filed Date: 8/23/2010
Status: Precedential
Modified Date: 10/19/2024
In this case, we decide whether the Michigan Court of Appeals case, Romska v Opper, 234 Mich App 512; 594 NW2d 853 (1999), was correctly decided. After examination of the Romska decision regarding the scope of a release from liability, we overrule Romska to the extent that its holding precludes the use of parol evidence when an unnamed party asserts third-party-beneficiary rights based on broad language included in a release from liability and an ambiguity exists with respect to the intended scope of that release. Accordingly, pursuant to MCR 7.302(H)(1), in lieu of granting leave to appeal, we reverse the judgment of the Court of Appeals, which heavily relied on Romska, and remand this case to the trial court for further proceedings.
I. FACTS AND PROCEDURAL BACKROUND
Plaintiff, Thomas Shay,
Plaintiff filed suit, naming five defendants: Officers Aldrich, Plemons, and Miller (“the Melvindale Officers”), as well as Officers Allbright and Locklear (“the Allen Park Officers”). With respect to the Melvindale Officers, plaintiff alleged that they committed an assault and battery. As for the Allen Park Officers, plaintiff alleged that their inaction during the alleged assault amounted to gross negligence.
The Melvindale and Allen Park Officers, and their respective municipalities, were covered by different insurance companies and different insurance polices. Additionally, the Melvindale and Allen Park Officers, and their respective municipalities, were represented by separate defense counsel. Plaintiff, the Melvindale Officers, and the Allen Park Officers agreed to appear for a case-evaluation hearing. After the hearing, the following awards, based on each defendant’s respective liability, were issued: $500,000 against Melvindale Officer Aldrich, $500,000 against Melvindale Officer Plemons, $450,000 against Melvindale Officer Miller, $12,500 against Allen Park Officer Allbright, and $12,500 against Allen Park Officer Locklear.
Plaintiff accepted the case-evaluation awards against the Allen Park Officers, and both Allen Park Officers agreed to the awards. Plaintiff additionally accepted the case-evaluation award against Melvindale Officer Miller, but rejected the case-evaluation awards against Melvindale Officers Aldrich and Plemons. All three of the Melvindale Officers rejected the case-evaluation
Plaintiff executed two releases, one naming Allen Park Officer Allbright and one naming Allen Park Officer Locklear. The two releases were identical in all respects except for the named Allen Park Officer indicated in the document. The release naming Officer Locklear read in part as follows:
For the sole consideration of TWELVE THOUSAND FIVE HUNDRED AND NO/100 ($12,500.00) DOLLARS to me in hand paid by Michigan Municipal Liability and Property Pool do for ourselves, executors, administrators, successors and assigns, discharge, ALLEN PARK POLICE OFFICER KEVIN LOCKLEAR and Michigan Municipal Liability and Property Pool, insurer, together with all other persons, firms and corporations, from any and all claims, demands and actions which I have now or may have arising out of any and all damages, expenses, and any loss or damage resulting from an incident occurring on September 8, 2004.
Each release also stated that “the execution of this agreement shall operate as a satisfaction of my claims against such other parties to the extent that such other parties are or may be entitled to recover, by way of contribution, indemnity, hen or otherwise, from the parties herein released.” Additionally, each release stated that plaintiff further agreed to “indemnify and hold harmless the above-named released and discharged parties ....” Plaintiff signed the releases, and the trial court entered a stipulated “Order for Dismissal with Prejudice as to Defendants, Allen Park Police Officer Albright and Allen Park Police Officer Locklear, Only.”
Approximately two months later, the Melvindale Officers moved for summary disposition under MCR 2.116(C)(7), relying on the Allen Park Officers’ re
The Melvindale Officers moved to amend their affirmative defenses in order to include the language of the releases as a defense. The Melvindale Officers relied heavily on Romska. In Romska, the Court of Appeals majority held that the language “all other parties” in a release was unambiguous and, therefore, there was “no need to look beyond the . . . language of the release” to determine its scope.
The trial court denied the Melvindale Officers’ motion to amend their affirmative defenses and rejected their argument that the language of the releases was broad enough to release them as well. The trial court instead found the releases to be ambiguous, noting that the names of the Allen Park Officers and their insurance carrier were in capital letters and bold type, which suggested the limiting nature of the language. This bold
After concluding that the releases were ambiguous and, therefore, that parol evidence was admissible, the trial court noted that the dismissal order entered as a result of the releases was entitled “Order for Dismissal with Prejudice as to Defendants, Allen Park Police Officer Albright and Allen Park Police Officer Locklear, Only.” The order also indicated that the “entry of this Order does not resolve the last pending claim between the parties and does not close the case.” Additionally, the trial court acknowledged an affidavit from the attorney for the Allen Park Officers explaining that he had intended to negotiate the releases with plaintiff for the Allen Park Officers only.
The trial court further indicated that the amount of consideration for the releases indicated that they were not meant to dispose of claims against the Melvindale Officers. The case-evaluation awards against the Melvindale Officers totaled $1,450,000, while the releases were executed in exchange for the $25,000 combined case-evaluation amount against the Allen Park Officers. The trial court reasoned that it was unlikely that plaintiff would forgo his claims against the Melvin-dale Officers for just $25,000.
Plaintiff filed an emergency motion to reform the releases. However, before any decision on that motion, the Melvindale Officers filed an application for leave to appeal in the Court of Appeals. The Court of Appeals found Romska instructive and concluded
Plaintiff filed an application for leave to appeal in this Court. We ordered that oral argument be heard on the application, directing the parties to address “whether Romska v Opper, 234 Mich App 512 (1999), was correctly decided.”
II. STANDARD OF REVIEW
This Court reviews de novo decisions on motions for summary disposition.
A. THE ROMSKA DECISION
In Romska, the plaintiff was driving her car when she was struck by a car driven by Veliko Velikov.
The plaintiff was unable to reach a settlement with Opper’s carrier, American States Insurance Company.
In a split decision, the Court of Appeals held that the language of the Farm Bureau release was unambiguous.
The majority noted that the plaintiff provided and received adequate consideration under the release and, thus, the release was valid.
The majority went on to reason that the settling parties likely included broad language in the release for the purpose of avoiding future legal burdens that could potentially arise out of lawsuits brought by the plaintiff against third parties.
In contrast, the partial dissent opined that when a “stranger” to a release seeks to apply broad language contained in a release to bar claims against the stranger, it is appropriate for a court to consider parol evidence of intent in order to determine the true scope
The partial dissent acknowledged that an unambiguous document must generally be interpreted “solely on the basis of the information contained within its four corners,” but it noted that this situation “is not always the case.”
Indeed, this Court, too, has stated that it agrees with “the majority of courts which hold that the parol evidence rule cannot be invoked either by or against a stranger to the contract.” Denha v Jacob, 179 Mich App 545, 550; 446 NW2d 303 (1989), citing 30 Am Jur 2d, Evidence, § 1031, pp 166-167. Therefore, because the parol evidence rule is operative only with respect to parties to a document, it cannot be invoked either by or against a stranger to the contract. Hence, in order to determine the intentions of the parties about the scope of a general release, extrinsic evidence should be allowed to determine whether a stranger may rely on the omnibus language “all other parties, firms, or corporations” that is contained within a release.[28]
B. WHETHER ROMSKA AND THIS CASE WERE CORRECTLY DECIDED
In Romska, the majority and partial dissent presented opposing views regarding a question critical to
At common law, the release of one joint tortfeasor effectively released all other joint tortfeasors.
This Court has traditionally applied theories of contract law to disputes regarding the terms of a release.
In this case, the trial court found the broad release language ambiguous and denied the Melvindale Officers’ motion for summary disposition after considering extrinsic evidence that neither plaintiff nor the Allen Park Officers had intended that the Melvindale Officers would also be released by the documents executed. The Court of Appeals, however, noted that the releases “use the same broad language as the release at issue in Romska, and they also employ the word ‘all.’ ”
First and foremost, it is undisputed that the Melvin-dale Officers were not involved in the Allen Park Officers’ settlement negotiations with plaintiff, were not named in the executed releases, and did not sign the releases. The parties negotiating the releases included plaintiff and the Allen Park Officers only. Plaintiff presented an affidavit from counsel for the Allen Park Officers stating:
My only intent with regard to the Release, Settlement and Order of Dismissal was to release my clients, defendant Allen Park Officers Albright and Locklear, from liability in this matter for the consideration of the $25,000.00 Case Evaluation Award.
The Melvindale Officers have not asserted that they were parties to the release negotiations and executions; rather, they simply seek to benefit from the boilerplate language contained in the Allen Park Officers’ releases. Again, the Melvindale Officers concede that neither plaintiff nor the Allen Park Officers intended to release them from liability.
Acknowledging that they were not parties to the releases, the Melvindale Officers argue that they were nevertheless released from liability by the Allen Park Officers’ releases because they are third-party beneficiaries of the agreement between plaintiff and the Allen Park Officers. MCL 600.1405 governs the rights of third-party beneficiaries in Michigan and states, in pertinent part:
Any person for whose benefit a promise is made by way of contract, as hereinafter defined, has the same right to enforce said promise that he would have had if the said promise had been made directly to him as the promise.
(1) A promise shall be construed to have been made for the benefit of a person whenever the promisor of said promise had undertaken to give or to do or refrain from doing something directly to or for said person.
This Court has interpreted the applicable statutory language as follows:
*663 In describing the conditions under which a contractual promise is to be construed as for the benefit of a third party to the contract in § 1405, the Legislature utilized the modifier “directly.” Simply stated, section 1405 does not empower just any person who benefits from a contract to enforce it. Rather, it states that a person is a third-party beneficiary of a contract only when the promisor undertakes an obligation “directly” to or for the person. This language indicates the Legislature’s intent to assure that contracting parties are clearly aware that the scope of their contractual undertakings encompasses a third party, directly referred to in the contract, before the third party is able to enforce the contract.[40]
This Court has additionally explained that “a third-party beneficiary may be a member of a class, but the class must be sufficiently described.”
An objective standard must be used to determine from the release documents whether plaintiff executed the releases directly for the benefit of the Melvindale Officers.
While the trial court acknowledged that the release in Romska contained similar broad language, it concluded that Romska was distinguishable from the present case for various reasons. The trial court noted that the Melvindale Officers rejected the case-evaluation awards against them, a trial date was set for them, and the court entered a consent order indicating that plaintiffs case was dismissed against the Allen Park Officers only. Therefore, it is undisputed that the Melvindale Officers remained parties to plaintiffs lawsuit after the Allen Park Officers were released.
The trial court correctly concluded that plaintiff, the Allen Park Officers, and the Melvindale Officers were aware that the Melvindale Officers would remain parties to plaintiffs lawsuit after the releases were executed. However, as previously explained, this Court has long held that the standard for determining whether a person is a third-party beneficiary is an objective standard and must be determined from the language of the contract only.
This rule reflects “the Legislature’s intent to ensure that contracting parties are clearly aware that the scope
Given this Court’s long history of interpreting the third-party-beneficiary statute to require an objective interpretation of the language, we conclude that the Melvindale Officers qualify as third-party beneficiaries under the applicable statute because on its face, the release language unambiguously releases “all other persons.”
Once it has been determined that a party qualifies as a third-party beneficiary, we must address the significance of this determination. This Court has held that the significance of a party being recognized under the third-party-beneficiary statute is that the status confers on parties a cause of action and the right to sue.
The third-party-beneficiary statute expressly provides that the rights of the third-party beneficiary are “subject always to such express or implied conditions, limitations, or infirmities of the contract to which the rights of the promisee or the promise are subject.”
Accordingly, an objective test is used to determine whether a third party is entitled to pursue a cause of action for enforcement of a contract promise, but that
As previously stated, releases are generally treated as contracts under Michigan law and, thus, subject to the parol evidence rule, which prohibits the use of extrinsic evidence to interpret unambiguous language within a document.
An ambiguity may either be patent or latent. This Court has held that extrinsic evidence may not be used to identify a patent ambiguity because a patent ambiguity appears from the face of the document. However, extrinsic evidence may be used to show that a latent ambiguity exists.
*668 A latent ambiguity, however, is one “that does not readily appear in the language of a document, but instead arises from a collateral matter when the document’s terms are applied or executed.” Because “the detection of a latent ambiguity requires a consideration of factors outside the instrument itself, extrinsic evidence is obviously admissible to prove the existence of the ambiguity, as well as to resolve any ambiguity proven to exist. ”[56]
A latent ambiguity exists when the language in a contract appears to be clear and intelligible and suggests a single meaning, but other facts create the “ ‘necessity for interpretation or a choice among two or more possible meanings.’ ”
There is no more useful, just and practical rule of law, than that which admits evidence of surrounding circumstances and collateral facts, within certain well defined limits, for the purpose of enabling courts to ascertain and carry into effect the intention of contracting parties. The cases in which this rule has been applied are almost innumerable.
This Court has applied the latent-ambiguity doctrine when extrinsic evidence demonstrates that there is an ambiguity concerning the identity of the intended beneficiary of a promise in a contract. In Hall v Equitable Life Assurance Society of the United States, in the context of an insurance contract, this Court stated “ ‘[w]here from the evidence which is introduced, there arises a doubt as to what party or parties are to receive the benefit of the policy, parol evidence is admissible to determine such fact.’ ”
We do not dispute that the Melvindale Officers are “persons,” as the term is used in the releases. In fact, it is possible that any person in the world could fall into this broadly defined group of “all other persons.” However, this conclusion alone does not dictate that we must apply the release language to the Melvindale Officers without even considering whether an ambiguity arises from the undisputed extrinsic evidence presented by plaintiff.
Plaintiff presented extrinsic evidence to support his argument that the release language is ambiguous, including the following facts: (1) the Allen Park Officers and the Melvindale Officers were represented by different counsel, (2) it was expressly agreed that plaintiff would accept the combined $25,000 case-evaluation awards with respect to the Allen Park Officers, but would not accept the $1.5 million award with respect to the Melvindale Officers, (3) counsel for the Allen Park Officers explained to plaintiff that the releases were drafted in order to settle plaintiffs claims against his clients, (4) a stipulation and order dismissing the Allen Park Officers only was entered, and (5) the Melvindale Officers remained parties to plaintiffs lawsuit with a trial date set for plaintiff to proceed against them. The extrinsic evidence is further bolstered by the affidavit from counsel for the Allen Park Officers — the drafter of the releases — indicating that when he drafted the releases, he had not intended to provide for the release of the Melvindale Officers as well.
Again, a latent ambiguity has been described as one that “ ‘arises not upon the words of the will, deed or other instrument, as looked at in themselves, but upon
The extrinsic evidence presented here is not disputed by the Melvindale Officers, and it undeniably reveals the clear intent of the parties. Furthermore, the language of the releases expressly contemplates a situation in which the Allen Park Officers might be liable by way of contribution or indemnity to another party. This language implies the existence of the continued lawsuit against other parties. Given the undisputed extrinsic facts that the Melvindale Officers remained parties to plaintiffs lawsuit and were former codefendants of the Allen Park Officers, it would be entirely reasonable for the Allen Park Officers to include language in the releases that would protect them from actions for contribution or indemnity by remaining parties. Considering the language of the releases and the extrinsic evidence presented, it is clear that the settling parties did not include the term “persons” in the releases in
It is an elementary rule of construction of contracts that in case of doubt, a contract is to be strictly construed against the party by whose agent it was drafted.
This is simply not a case in which a stranger to a contract or release comes forward sometime after the formation of the contract or release and seeks to benefit from its terms. Instead, the Melvindale Officers were readily ascertainable codefendants in a pending lawsuit by plaintiff. In addition, this is not a case in which there is any legitimate dispute about the settling parties’ intent. Defendants do not even dispute the parties’ actual intent.
Under the facts of this case, if plaintiff were not permitted to present extrinsic evidence in order to ascertain the intent of the settling parties, the settling parties’ intent would undoubtedly be perverted.
In this case, plaintiff has shown that the circumstances surrounding the execution of the releases created a latent ambiguity about whom the parties intended to include within the scope of the releases. All the contracting parties agree that neither plaintiff nor the Allen Park Officers intended the releases to have any effect on the Melvindale Officers’ liability. Even the Melvindale Officers themselves did not believe that the releases were intended to include them.
In sum, to determine whether an unnamed party is released from liability by broad or vague release language, the party’s status as a third-party beneficiary must be established by an objective analysis of the release language. However, traditional contract principles continue to apply to the release, and courts may consider the subjective intent of the named and unnamed parties to the release under certain circumstances, such as when there is a latent ambiguity. The third-party-beneficiary statute indicates that the Legislature intended to allow parties who are direct beneficiaries to sue to enforce their rights, but the statute expressly states that third-party beneficiaries have only the “same right” to enforce as they would if the promise had been made directly to them. MCL 600.1405. That is, the statute creates a cause of action, but it is not
If this Court were to extend the objective test it has adopted for determining whether there is a third-party beneficiary to interpreting the scope of the rights of the third-party beneficiary, it would be contrary to the statute in instances in which, as here, because of the latent-ambiguity doctrine, the subjective intent of the party would be relevant to determining the party’s rights if the promise had been made directly to the party. Thus, while the objective approach for determining whether a party is a third-party beneficiary must be applied, traditional contractual principles, including the latent-ambiguity doctrine, must also be applied in order to determine the scope of the third-party beneficiary’s rights.
IV CONCLUSION
In lieu of granting leave to appeal, we reverse the judgment of the Court of Appeals and overrule Romska to the extent that it prohibits a court from considering extrinsic evidence of the intended scope of a release when an unnamed party seeks to enforce third-party-beneficiary rights based on broad language included in a release from liability and an ambiguity exists with respect to the intended scope of that release. Accordingly, we remand this case to the trial court for further proceedings in conformity with this opinion.
Reversed and remanded.
Thomas Shay died approximately four months after oral argument on his application for leave to appeal in this Court, and Nicole Shay, the personal representative of his estate, was substituted as plaintiff. References to “plaintiff” in this opinion are to Thomas Shay.
Romska, 234 Mich App at 515-516.
Shay v Aldrich, unpublished opinion per curiam of the Court of Appeals, issued March 5, 2009 (Docket No. 282550), pp 3-4.
Id. at 4.
Id. at 5.
Shay v Aldrich, 485 Mich 911 (2009).
Herald Co v Bay City, 463 Mich 111, 117; 614 NW2d 873 (2000).
Kuznar v Raksha Corp, 481 Mich 169, 175-176; 750 NW2d 121 (2008).
In re Egbert R Smith Trust, 480 Mich 19, 23-24; 745 NW2d 754 (2008).
Romska, 234 Mich App at 513.
Id.
Id. at 513-514.
Id. at 514.
Id.
Id.
Id.
Id. at 515. The Court of Appeals majority opinion was authored by then Judge Markman and joined by Judge Saad. Judge Hoekstra authored a partial concurrence and partial dissent.
Id.
Id. at 516.
Id. at 516-517.
Id.
Id. at 517-518.
Id.
Id. at 533 (Hoekstra, J., concurring in part and dissenting in part).
Id. at 527.
Id. at 528.
Id. at 531.
28 Id. at 533.
Slater v Ianni Constr Co, 268 Mich 492, 494; 256 NW 495 (1934).
MCL 600.2925d(a).
See Denton v Utley, 350 Mich 332, 335-338; 86 NW2d 537 (1957).
McIntosh v Groomes, 227 Mich 215, 218; 198 NW 954 (1924).
Grosse Pointe Park v Mich Muni Liability & Prop Pool, 473 Mich 188, 197-198; 702 NW2d 106 (2005) (opinion by CAVANAGH, J.).
Id. at 198.
Romska, 234 Mich. App at 515-516.
Id. at 516.
Shay, unpub op at 4.
Id. at 5.
During oral argument, defense counsel conceded that neither plaintiff nor the Allen Park Officers intended to release the Melvindale Officers from liability. Nevertheless, defense counsel requested that this Court conclude that the broad release language created third-party-beneficiary rights in the Melvindale Officers.
40 Koenig v South Haven, 460 Mich 667, 676-677; 597 NW2d 99 (1999) (emphasis added).
Id. at 680.
See id. at 683.
Brunsell v Zeeland, 467 Mich 293, 297-298; 651 NW2d 388 (2002).
See, e.g., Guardian Depositors Corp v Brown, 290 Mich 433, 437; 287 NW 798 (1939) (stating that “[t]he standard which the legislature has prescribed for determining when a ‘promisor * * * has undertaken’ to perform or refrain from performing a given act, we think, is an objective one, determined from the form and meaning of the contract itself”).
See Schmalfeldt v North Pointe Ins Co, 469 Mich 422, 428; 670 NW2d 651 (2003); Brunsell, 467 Mich at 296-298.
Brunsell, 467 Mich at 297.
See Koenig, 460 Mich at 680 (stating that “an objective standard is to be used to determine from the contract itself whether the promisor undertook ‘to give or to do or to refrain from doing something directly to or for’ the putative third-party beneficiary”) (citation omitted; emphasis omitted).
See id. at 684, Lidke v Jackson Vibrators, Inc, 379 Mich 294, 300; 150 NW2d 737 (1967), and Guardian Depositors, 290 Mich at 442; see also Williams v Polgar, 391 Mich 6, 14; 215 NW2d 149 (1974) (recognizing third-party beneficiaries as an exception to the common-law privity rule).
MCL 600.1405.
MCL 600.1405(2)(a).
See, e.g., Lidke, 379 Mich at 299-300 (affirming the trial court’s determination that the plaintiff was “entitled to maintain a cause of action” as a third-party beneficiary of a contract and proceeding to analyze the extent of the plaintiffs rights under the contract), Greenlees v Owen Ames Kimball Co, 340 Mich 670, 677; 66 NW2d 227 (1954) (remanding the case to the trial court to interpret the contract on the merits after this Court determined that the plaintiff was “entitled to maintain his cause of action under the third-party beneficiary statute”), and Szymanski v John Hancock Mut Life Ins Co, 304 Mich 483; 8 NW2d 146 (1943) (the named beneficiary of her deceased husband’s insurance contract was able to sue to attempt to enforce her rights but ultimately unable to recover because this Court determined that the promise she sought to enforce did not extend to the relief that she was seeking).
See MCL 600.1405(2)(a).
See, generally, Paul v Univ Motor Sales Co, 283 Mich 587; 278 NW 714 (1938).
Grosse Pointe Park, 473 Mich at 198 (opinion by Cavanagh, J.).
Id. at 198-201; McCarty v Mercury Metalcraft Co, 372 Mich 567, 575; 127 NW2d 340 (1964); Sault Ste Marie Tribe of Chippewa Indians v Granholm, 475 F3d 805, 812 (CA 6, 2007) (applying the “well-settled tenet of Michigan contract law” that extrinsic evidence may be admitted to identify and interpret a latent ambiguity).
56 Grosse Pointe Park, 473 Mich at 198 (opinion by Cqvanagh, J.) (citations omitted).
McCarty, 372 Mich at 575 (citation omitted). See also In re Kremlick Estate, 417 Mich 237; 331 NW2d 228 (1983), in which a will bequeathed half of an estate to the “Michigan Cancer Society,” which was an existing organization that could have received the money from the estate pursuant to the terms of the will. Thus, the language could have been applied without confusion. Nonetheless, this Court permitted extrinsic evidence to show that the grantor actually intended the beneficiary to be the “Michigan Division of the American Cancer Society” instead, explaining that a latent ambiguity can arise “ ‘where the language employed is clear and intelligible and suggests but a single meaning, but some extrinsic fact or extraneous evidence creates’ the possibility of more than one meaning.’ ” Id. at 240, quoting In re Butterfield Estate, 405 Mich 702, 711; 275 NW2d 262 (1979).
Goodwin, Inc v Orson E Coe Pontiac, Inc, 392 Mich 195, 206; 220 NW2d 664 (1974).
Id. at 206, 209-210.
Hall v Equitable Life Assurance Society, 295 Mich 404, 411; 295 NW 204 (1940) (emphasis added; citation omitted).
Id.
In Meyer, the disputed language was given a meaning by the courts that was inconsistent with the plain meaning of the language itself because the seller in the contract at issue was designated as “Meyer Bros.” when, in fact, the extrinsic evidence indicated that “Herman C. Meyer” was the intended seller and that “Meyer Bros.” was no longer in existence.
Id. at 424-425.
The Third Restatement of Torts expressly addresses what it characterizes as the “frequently occurring problem” of “a plaintiff [who] enters into a release with a defendant that releases the defendant and provides that it also releases ‘all persons’. . ..” Restatement Torts, 3d, Apportionment of Liability, § 24, comment g, p 302. The reporter’s note to comment g states that some jurisdictions inquire “into the intent of the parties to the settlement agreement” and “[s]ome require a showing by the plaintiff that the ‘all persons’ language is ambiguous or constitutes a mistake . ...” Id. at 307.
Grosse Pointe Park, 473 Mich at 198 (opinion by Cavanagh, J.).
Hall, 295 Mich at 409 (citation omitted).
Id. at 411 (citation omitted).
W O Barnes Co, Inc v Folsinski, 337 Mich 370, 376-377; 60 NW2d 302 (1953).
Id. at 377.
Mich Chandelier Co v Morse, 297 Mich 41, 46; 297 NW 64 (1941).
Meyer, 178 Mich at 424-425.
The dissent, authored by Justice Markman, who also authored Romska in the Court of Appeals, is unpersuasive, despite its 32 pages in length, because the arguments are repetitive of Justice Markman’s analysis in Romska, which we have rejected today. The dissent claims that this decision is inconsistent with the law of this state. To support this claim, the dissent merely provides a string citation to Court of Appeals decisions decided after Romska. Given that these lower court decisions were bound by Romska, it is hardly remarkable that they utilized Romska’s legal analysis. The only other citations offered by the dissent in support of its claim are federal cases. In fact, it is the dissent’s limited formulation of the latent-ambiguity doctrine that is inconsistent with cases in which this Court has applied that doctrine. See, e.g., Keller v Paulos Land Co, 381 Mich 355, 362; 161 NW2d 569 (1968), in which this Court concluded that the parties intended that an easement for “ingress and egress” would be an easement for parking instead, even though this understanding “was not a use of ingress and egress within the common legal meaning.”
This Court has held that when interpreting an ambiguity, it is significant if the relevant parties were aware of the circumstances. See,