Property rights dispute; Easement agreement; Effect of a lease agreement; Assignment of an easement agreement interest; Effect of an integration clause; Determining the intent of parties to multiple agreements relating to the same subject matter; Omnicom of MI v Giannetti Inv Co; Whether the easement was extinguished by a tax foreclosure; MCL 211.78k(5)(e); “Or”; Whether a lease was extinguished by the tax foreclosure; “All”; Whether the easement’s purpose ceased to exist

The court held that the trial court did not err in ruling that third-party defendant-Five Star’s easement was not extinguished by a tax foreclosure. But plaintiff-Outfront’s lease agreement was extinguished. The court also found that “the easement’s purpose survives tax foreclosure, even though Outfront’s lease does not.” Defendant-CHHC purchased the property at issue at a tax foreclosure sale. At that time, Outfront “allegedly was operating the billboard located on the property pursuant to” a 2007 lease agreement entered into by the then-property owner (nonparty-Eastside) with nonparty-CBS. The day after the lease agreement was entered into, “Eastside entered into a Perpetual Easement Agreement (easement agreement #1) with” a business entity affiliated with Eastside (nonparty-JJ). They later entered into easement agreement #2. JJ “assigned its interest in easement agreement #1 to” nonparty-VIP, and Eastside and JJ eventually rescinded easement agreement #2. VIP assigned its interest in easement agreement #1 to Five Star. CHHC argued among other things “that JJ was not able to assign its interest in easement agreement #1 to VIP because easement agreement #1 was rendered invalid by easement agreement #2, which contained an integration clause . . . .” But the court concluded that because the agreements “are identical, cover the same subject matter, and do not contain inconsistent terms, [they] confirm the parties’ intent that Eastside convey a perpetual easement to JJ to construct and maintain billboards on the property.” As to whether the easement was extinguished by the tax foreclosure, the court held that the easement “did not have to also be a right-of-way to survive tax foreclosure under MCL 211.78k(5)(e).” But under the statute, as to “leases, only ‘interests of a lessee or an assignee of an interest of a lessee under a recorded oil or gas lease’ survive tax foreclosure.” Next, the court disagreed with CHHC “that the extinguishing of the Lease Agreement results in the easement’s purpose no longer existing.” The easement’s purpose “was to grant JJ and its successors the exclusive right to construct and maintain a billboard, not only Outfront’s billboard.” As to CHHC’s third-party complaint, the court affirmed the order granting Five Star summary disposition and denying CHHS summary disposition. As to Outfront’s complaint, it vacated the trial court’s judgment granting Outfront summary disposition and remanded for entry of an order granting CHHS summary disposition.