Interpretation & application of the parties’ contract; Motion for clarification of the trial court’s order granting summary disposition; Mootness

The court held that the trial court erred by interpreting ¶ 15.2 of the parties’ contract as a time bar to defendant-Continental’s counterclaim. Thus, the court reversed the trial court’s order granting plaintiff-US Framing summary disposition of Continental’s counterclaim, affirmed the trial court’s order denying US Framing’s motion for clarification, and remanded. The case involved “a contract dispute arising from a project to build mixed-use commercial retail and off-campus student housing in Ann Arbor.” Another defendant owned “the property in question and hired Continental to serve as general contractor for the project. Continental subcontracted with US Framing to provide wood-framing labor and materials for the project. The contract between Continental and US Framing detailed the parties’ respective rights and obligations.” The parties disagreed whether US Framing fulfilled its obligations under the contract as to timeliness and work quality. US Framing maintained that “it fully performed its obligations under the contract, while Continental maintains that US Framing performed untimely and substandard work resulting in considerable costs to Continental.” At issue was the interpretation and application of ¶ 15.2 of their contract. The parties did “not dispute that under ¶ 15.2 the applicable time limit for initiating a lawsuit was three months from the time US Framing last performed work on the project, which” they agreed was 4/11/18. Thus, under ¶ 15.2 the parties were required to commence suit, if at all, by 7/11/18. “US Framing filed the current suit within the requisite period. Continental filed its counterclaim in [11/18], outside the three-month window of ¶ 15.2.” The court held that giving “meaning to both the first and last sentences in the paragraph, it is apparent that the word ‘suit’ in ¶ 15.2 was not used synonymously with the word ‘claim’ and that ¶ 15.2 should not be read to require each individual claim—or counterclaim or dispute or matter—to be filed within three months of when US Framing stopped work on the project.”