Dismissal of breach-of-contract claim; Condition precedent; Case evaluation sanctions; MCR 2.403(O)(1); MCR 1.102; The Construction Lien Act (CLA)

The court held that the trial court erred by granting in part defendant-SAA’s summary disposition motion and dismissing plaintiff-Decora’s breach-of-contract claim. The plain language of the contract did not require Decora to give SAA “30 days’ notice of SAA’s default before it filed its complaint.” In addition, the trial court abused its discretion in “applying the old case-evaluation-sanctions rule and awarding Decora case evaluation sanctions.” Decora argued “that § 6 of the parties’ contract did not require it to give SAA 30 days’ notice before it filed its complaint against SAA.” The court agreed. It found that the “plain language of § 6 required Decora to provide SAA 30 days’ notice before it terminated the contract, but did not require it to do so if it sought another remedy. Termination of the contract was not the only remedy available, and the phrase ‘[i]n addition to any and all other rights a party may have available according to law’ makes clear that the parties were free to pursue remedies other than termination. No contractual language conditioned Decora’s ability to file suit against SAA on Decora providing SAA with 30 days’ notice before it did so, and” the original trial court judge assigned to the case erred in “rewriting the parties’ contract to contain such a requirement.” Given that “a court cannot rewrite an unambiguous contract,” the court reversed in part the 7/14/22 order to the extent it granted SAA’s summary disposition motion and dismissed Decora’s breach-of-contract claim. SAA contended “that the trial court erred by awarding case-evaluation sanctions on Decora’s claims asserted in its amended complaint when Decora filed the amended complaint after case evaluation, and the claims asserted in the amended complaint were not before the case-evaluation panel. Case evaluation occurred in” 12/20. The court concluded “that the trial court abused its discretion by awarding case evaluation sanctions. Although the trial court stated in its order that there ‘shall be no double recovery in sanctions,’ it awarded Decora case-evaluation sanctions as well as $55,957.50 in sanctions under the CLA. Because Decora was able to recover its costs and attorney fees under the CLA, applying the amended version of MCR 2.403 rather than the former version of the court rule would not have ‘work[ed] injustice’ as stated in MCR 1.102.” Affirmed in part, reversed in part, and remanded for entry of an amended judgment.