Quiet title; MCL 600.2932(1); Whether the parties’ agreement was a land contract; Differences between a land contract & a contract for the sale of land; Zurcher v Herveat; Conversion; Check payable to multiple people conjunctively; Application of insurance proceeds

The court held that the parties’ agreement was a land contract and thus, the trial court did not err in quieting title to the property at issue in defendants’ favor. It also held that summary disposition was properly granted to defendants on plaintiff’s conversion claim. The case concerned the sale of an apartment complex. The parties sued each other to quiet title after the “complex burned down and an insurance company issued a check payable to the parties for $210,000.” Plaintiff argued that a question of fact existed as to whether the parties entered into a land contract. After reviewing the differences between a land contract and a contract for the sale of land, the court concluded that to constitute a land contract, an agreement “must, among other things, (1) list the installment payments’ amounts and dates, and (2) provide an interest rate.” It determined that the Contract for Deed here contained all the “requirements for a land contract. First, [it] provided for installment payments and listed the amounts and times for those payments. Although [it] may have only called for two payments, ‘paying in installments refers to any transaction where full payment does not occur simultaneously with the transfer’ of the purchase.” As the second payment was to occur several months after the first one, it was “an installment payment under Zurcher. Second, the Contract for Deed provided for an interest rate of 0%. If the parties had omitted the interest provision altogether, then their agreement might well have been missing an essential term to be a land contract. The fact that the contract explicitly stipulated and provided for” a 0% interest rate suggested they “intended to include all essential terms to form a land contract, even if one of those terms had no practical effect. It is also notable that the Contract for Deed did not involve a promissory note or mortgage between plaintiff and defendants.” As the essential terms that supported finding a land contract were unambiguous in the agreement, the issue was decided as a matter of law. As to the conversion claim related to the check, plaintiff “was entitled to the purchase price it negotiated with” defendant-Westcombe. It “accepted late payments, and with the release of $10,500 from escrow, [it] has received the full amount it bargained for. To receive any additional proceeds from the insurance check would result in plaintiff’s unjust enrichment.” Affirmed.