PER CURIAM.
Plaintiff, Claude McManus,
The facts of this case were summarized in McManus v. Toler, unpublished opinion per curiam of the Court of the Appeals, issued July 1, 2008 (Docket No. 274407,
The parties ended up in court to determine if the memorandum merely expressed an intent to contract or was a legally enforceable contract. The trial court found that there was a valid contract between the parties and that defendant did not breach the contract. On appeal, this Court affirmed the trial court's findings. Plaintiff accepts the facts as set forth in this Court's July 1, 2008, opinion, although he does not agree with them.
On June 23, 2006, defendant submitted an offer of judgment to plaintiffs. Plaintiffs never responded to the offer. On October 25, 2006, the trial court entered a verdict of no cause of action against plaintiffs and in favor of defendant. Defendant subsequently moved to assess fees and costs under MCR 2.405(D). On November 13, 2006, plaintiffs filed a response in opposition to defendant's motion, stating that the offer of judgment did not comply with the requirements of MCR 2.405. On the same day, the trial court held a hearing on defendant's motion. The court granted the motion, but gave plaintiffs an opportunity to challenge the reasonableness of the requested attorney fees. Plaintiffs did not submit any additional briefing.
On September 11, 2008, defendant served plaintiffs with a notice of presentment. Plaintiffs did not object. On September 22, 2008, the trial court entered an order assessing costs under MCR 2.405 and ordering plaintiffs to pay defendant's attorney fees in the amount of $50,559.80. On September 25, 2008, plaintiffs filed a motion for reconsideration. On January 15, 2009, the trial court denied plaintiffs' motion. Plaintiff is appealing the order awarding costs and attorney fees.
Plaintiff first argues that defendant's offer of judgment was not for a sum certain and, therefore, did not comply with the requirements of MCR 2.405. Plaintiff relies on Knue v. Smith, 478 Mich. 88, 731 N.W.2d 686 (2007), as analogous. We disagree.
We review de novo both the trial court's interpretation of a court rule and its decision to award sanctions. Ayre v. Outlaw Decoys, Inc., 256 Mich.App. 517, 520, 664 N.W.2d 263 (2003). Generally, the rules governing statutory interpretation apply equally to the interpretation of court rules. Yudashkin v. Holden, 247 Mich.App. 642, 649, 637 N.W.2d 257 (2001). If the plain meaning of the language of the court rule is clear, "then judicial construction is neither necessary nor permitted, and unless explicitly defined, every word or phrase should be accorded its plain and ordinary meaning, considering the context in which the words are used." Hyslop v. Wojjusik, 252 Mich.App. 500, 505, 652 N.W.2d 517 (2002).
MCR 2.405(A)(1) states:
Few cases have addressed the question of what constitutes a "sum certain" for purposes of MCR 2.405(1). In Knue, a quiet title action, the Michigan Supreme Court held that the plaintiffs' offer of $3,000 to the defendants in return for a quitclaim deed was not an offer of a sum certain. Knue, 478 Mich. at 90, 93, 731 N.W.2d 686 (opinion by TAYLOR, C.J.); id. at 97, 731 N.W.2d 686 (YOUNG, J., concurring). The plaintiffs had filed an action to quiet title, stating that they had acquired a strip of land through adverse possession. The plaintiffs' attorney sent the defendants an offer for settlement under MCR 2.405. The plaintiffs offered to pay the defendants $3,000 for a quitclaim deed with the stipulation that the parties would dismiss all claims "with prejudice and without costs...." Id. at 90, 731 N.W.2d 686 (opinion by TAYLOR, C.J.). The defendants replied that the offer did not qualify as an offer of judgment under MCR 2.405 and they did not accept it. The trial court and the Court of Appeals determined that the offer was for a sum certain under MCR 2.405. Id. at 90-92, 731 N.W.2d 686.
On appeal, the Michigan Supreme Court reversed. The Court found that the plaintiffs' offer fell outside the scope of MCR 2.405(A)(1), and no costs or attorney fees were awarded. The Court determined that the offer of judgment rule does not apply to lawsuits when the offer would not result in a judgment for a sum certain. In his lead opinion, then Chief Justice TAYLOR stated:
Chief Justice TAYLOR determined that the plaintiffs' offer of a quitclaim deed in exchange for $3,000 and a judgment of dismissal was not for a sum certain because it fell outside the scope of MCR 2.405(A)(1). Id. He stated that the offer of judgment rule does not apply to offers that are not for a sum certain. Id. Because the plaintiffs' offer did not meet the requirements of the rule, they were not entitled to sanctions under the rule. Id. at 93-94, 731 N.W.2d 686.
Justices CAVANAGH and CORRIGAN concurred with Justice TAYLOR. Justices YOUNG, WEAVER, and KELLY concurred in the result. Justice YOUNG, joined by Justice WEAVER, stated that because "plaintiffs' offer required a quit claim deed in addition to the transfer of $3,000, the offer could not be for a sum certain. Therefore, MCR 2.405 does not apply to this case." Id. at 97, 731 N.W.2d 686 (YOUNG, J., concurring).
Knue is distinguishable from the present case because this case does not involve a reciprocal exchange or a condition. In this case, defendant served plaintiffs with a document titled "OFFER OF JUDGMENT." A footnote in defendant's offer stated:
Plaintiff argues that this footnote made the offer "conditional" and not for a sum certain. We disagree. It is clear from the language of defendant's offer that the offer was not conditional but for a sum certain of $25,000. The footnote merely acknowledged the outstanding balance on the business purchase and that the offer of judgment did not affect the outstanding obligation under that agreement. We conclude that it is very clear from the language of defendant's offer that it was an offer for a sum certain.
Additionally, both parties cite Hessel v. Hessel, 168 Mich.App. 390, 424 N.W.2d 59 (1988), in their briefs. Hessel is also distinguishable from this case. In Hessel, 168 Mich.App. at 395, 424 N.W.2d 59, this Court held that, in a divorce proceeding, a proposed property settlement was not a "sum certain." The defendant offered the plaintiff real estate, a car, household furnishings, and certificates of deposit. The "[d]efendant valued the property he offered [the] plaintiff at $143,200." Id. The trial court valued the same property at approximately $108,000. Id. This Court held that a proposed property settlement did not offer a sum certain; it offered a division of marital property. Id. The Court reasoned that there was no way that the defendant's offer of the items could be equated with a "sum certain." Id. The Court noted that even if the worth of the property were considered a "sum" for purposes of MCR 2.405, it was still not "certain." Id.
In the case at bar, defendant's offer was for a sum certain. Therefore, it complied with the requirements of MCR 2.405.
Plaintiff next argues that the circuit court should have determined whether MCR 2.405 applies to actions in equity. Plaintiff claims that in examining the rule, it is clear that the intent of the rule is that it not apply in equitable actions and because plaintiffs' claim was wholly in equity, defendant cannot recover under the court rule. We disagree.
There is nothing in MCR 2.405 that states that the rule does not apply to equitable actions. In Knue, the lead opinion did not touch on the issue whether MCR 2.405 applied to actions seeking equitable relief. However, in her concurring opinion, Justice KELLY stated, "I would hold that the offer of judgment rule, MCR 2.405, is inapplicable when equitable relief is sought." Knue, 478 Mich. at 94, 731 N.W.2d 686 (KELLY, J., concurring). To the contrary, in his dissent, Justice MARKMAN stated that "[t]he language of MCR 2.405 does not differentiate between legal and equitable claims." Id. at 97, 731 N.W.2d 686 (MARKMAN, J., dissenting).
In this case, plaintiff claims that the case was wholly in equity. We disagree. Plaintiffs' first amended compliant alleged a breach of contract, stating: "WHEREFORE, Plaintiffs respectfully request entry of a judgment in their favor and against the Defendant that grants to Plaintiffs damages to be determined by the Court caused by Defendant's breaches of contract along with applicable costs, interest, and attorney fees." It is clear from the language of plaintiffs' first amended complaint that plaintiffs' case was not wholly based in equity. Plaintiffs' complaint asked for monetary damages. The offer of judgment only offered monetary damages. Even if the offer of judgment rule does not apply to purely equitable
Affirmed.