PYLE, Judge.
Carroll Creek Development Company, Inc. ("Carroll Creek") appeals the trial court's order granting partial summary judgment to the Town of Huntertown, Indiana ("Huntertown").
We reverse.
Huntertown is a municipal corporation located in Allen County, Indiana. Carroll Creek is an Indiana corporation engaged in the business of real estate development.
On October 2, 2000, Carroll Creek and Huntertown entered into an Agreement for Water Main Extension and Interconnection ("Water Agreement"), wherein Carroll Creek agreed to construct and pay for the cost of constructing a water main that would be "connected to [Huntertown's] water service facility" and would "serve not only real estate in which [Carroll Creek] ha[d] an interest, but also other real estate[.]" (App.87).
In regard to the areas to be served by the water main and the people who would be subject to payment of the connection charge, the Water Agreement provided:
(App. 90-91; Appellee's Addendum 4-5).
On October 1, 2010, just shy of ten years after the parties entered into the
On January 8, 2013, Huntertown filed a first motion for partial summary judgment, in which it asked the trial court to interpret Section 4.1 of the Water Agreement.
Thereafter, Carroll Creek filed a cross-motion for summary judgment. Carroll Creek agreed that resolution of summary judgment was based on an interpretation of Section 4.1 of the Water Agreement. Carroll Creek argued that the "unambiguous language of the Water Agreement require[d] charges to be paid for any property owner within the excess area connecting to the Water Main to serve property in or adjacent to the excess area." (App.137). Thus, Carroll Creek's interpretation of Section 4.1 was that the owners of real estate in the excess area who connected to the water main would be subject to the area connection charge when they used their water main connection to service real estate that was in either the excess area or area adjacent to the excess area. Carroll Creek argued that Huntertown was not entitled to summary judgment with respect to Ravenswood because Huntertown had "fail[ed] to provide any evidence showing that Ravenswood property owners [had] never owned property in the excess area." (App.138).
In February 2013, the trial court granted leave to P.T. Development Corporation, to file an amicus curiae brief in support of Huntertown's first partial summary judgment motion. Thereafter, Springmill Woods Development Company, LLC, joined P.T. Development's amicus brief.
On May 1, 2013, the trial court held a summary judgment hearing. During the hearing, Huntertown argued that Section 4.1 specifically identified the property owners who were subject to the area connection charge as those owners of real estate within the "excess area" and contended that the owners of real estate in areas adjacent to the excess area were not required to pay a connection charge. Huntertown argued that the parties did not intend to require the owners in adjacent areas to pay the area connection charge because they did not include a specific legal description of the adjacent area as they had done for Carroll Creek's area and the excess area. Huntertown also argued that the language in Section 4.1 should be interpreted when considering the remainder of the language in the Water Agreement, which referred only to the excess area.
Carroll Creek argued that its position was that the area connection charge should be assessed against owners of real estate located adjacent to the excess area if the owners also owned real estate within the excess area. In other words, Carroll Creek argued that Huntertown should assess an area connection charge against owners of real estate in adjacent areas only if the owners also owned real estate in the excess area and connected to the water main to service land adjacent to the excess area. When the trial court asked how that position applied to the facts of this case and how many people were required to pay the area connection charge, Carroll Creek replied that it had "no idea." (Tr. 19).
On June 10, 2013, the trial court issued an order granting Huntertown's motion for partial summary judgment and denying Carroll Creek's cross-motion. Specifically, the trial court's order provided, in relevant part:
(App.27-28). Thereafter, the trial court entered final judgment under Indiana Trial Rule 54(B) on the issue in Huntertown's first partial summary judgment motion. Carroll Creek now appeals.
Carroll Creek argues that the trial court erred by granting partial summary judgment to Huntertown and incorrectly interpreted Section 4.1 of the Water Agreement. Specifically, Carroll Creek argues that the trial court "erred in finding that Section 4.1 of the Water Agreement did not apply to any land `adjacent to the excess area.'" (Carroll Creek's Br. 4).
When reviewing a trial court's order granting summary judgment, we apply the same standard as that used in the trial court. Kopczynski v. Barger, 887 N.E.2d 928, 930 (Ind.2008). Summary judgment
Where a trial court enters conclusions of law in granting a motion for summary judgment, as the trial court did in this case, the entry of specific conclusions does not alter the nature of our review. Rice v. Strunk, 670 N.E.2d 1280, 1283 (Ind.1996). We are not bound by the trial court's specific conclusions of law. Id. They merely aid our review by providing us with a statement of reasons for the trial court's actions. Id.
The issue in this partial summary judgment is contract interpretation, specifically the meaning of Section 4.1 of the Water Agreement. "Summary judgment is especially appropriate in the context of contract interpretation because the construction of a written contract is a question of law." TW Gen. Contracting Servs., Inc. v. First Farmers Bank & Trust, 904 N.E.2d 1285, 1287-88 (Ind.Ct. App.2009) (citing Colonial Penn Ins. Co. v. Guzorek, 690 N.E.2d 664, 667 (Ind.1997)), reh'g denied. "The ultimate goal of any contract interpretation is to determine the intent of the parties when they made the agreement." Citimortgage, Inc. v. Barabas, 975 N.E.2d 805, 813 (Ind.2012), reh'g denied. To do so, "we begin with the plain language of the contract, reading it in context and, whenever possible, construing it so as to render each word, phrase, and term meaningful, unambiguous, and harmonious with the whole." Id. A court should construe the language of a contract so as not to render any words, phrases, or terms ineffective or meaningless. Hammerstone v. Ind. Ins. Co., 986 N.E.2d 841, 846 (Ind.Ct.App.2013).
Here, the trial court found, and the parties agree, that the language of the Water Agreement was unambiguous. When the language of a contract is unambiguous, we may not look to extrinsic evidence to add to, vary, or explain the instrument but must determine the parties' intent from the four corners of the instrument. Univ. of S. Ind. Found. v. Baker, 843 N.E.2d 528, 532 (Ind.2006). "[C]onstruction of the terms of a written contract is a pure question of law for the court, reviewed de novo." Harrison v. Thomas, 761 N.E.2d 816, 818 (Ind.2002). "We will reverse a summary judgment based on the interpretation of a contract if the trial court misapplies the law." Bhd. Mut. Ins. Co. v. Michiana Contracting, Inc., 971 N.E.2d 127, 131 (Ind.Ct.App.2012), reh'g denied, trans. denied.
It is undisputed that Carroll Creek is entitled, pursuant to the Water Agreement, to an area connection charge from certain owners of real estate who have connected to the water main within fifteen years of the Water Agreement. The parties, however, dispute exactly which land owners are subject to the area connection charge under the Water Agreement. Section 4.1 of the Water Agreement, which discusses who is subject to payment of the area connection charge, provides:
(App. 90; Appellee's Addendum 4) (emphasis added).
The parties do not dispute that owners of real estate in the excess area are subject to the area connection charge. The parties also do not dispute that owners of real estate located only in an area adjacent to the excess area are not subject to the area connection charge. Instead, the meaning of the italicized portion of Section 4.1 above is disputed by the parties, who disagree about whether the owners of real estate in the excess area are subject to an area connection charge if they connect to the water main to service land adjacent to the excess area.
On summary judgment, Huntertown asserted that Section 4.1's "whether by" clause should be interpreted to mean that owners of real estate in the excess area would be subject to an area connection charge whether they connected to the water main directly or whether they connected to the water main indirectly via a lateral line that served real estate adjacent to the excess area. The trial court adopted Huntertown's argument and concluded that "the `whether by' clause was intended to clarify that excess area owners will be subject to area connection charges even if they do not connect to the water main directly." (App.27).
On appeal, Carroll Creek agrees with the trial court's interpretation that the "whether by" clause was intended to clarify that excess area owners would be subject to the area connection charge even if they did not directly connect to the water main. However, Carroll Creek argues that the plain meaning of the language used in Section 4.1 of the Water Agreement reveals that the "intent was to require Huntertown to collect area connection charges from any present or future owner of real estate located within the excess area who connected in to the Water Main for the benefit of land in the excess area or adjacent to the excess area." (Carroll Creek's Br. 4) (emphasis added). Carroll Creek asserts that the language of Section 4.1 shows that there are two circumstances under which an owner would be subject to the area connection charge: (1) excess area landowners who connect to the water main, either directly or indirectly, to service property located in the excess area; and (2) excess area landowners who connect to the water main, either directly or indirectly, to service property located adjacent to the excess area. Carroll Creek argues that the trial court's interpretation of Section 4.1 renders the phrase "adjacent to the excess area" meaningless, and it contends that that language must be given effect.
In response, Huntertown contends that Section 4.1 "clearly and unequivocally" provides that Carroll Creek is entitled to an area connection charge from owners of real estate within the excess areas. Huntertown argues that
(Huntertown's Br. 4) (emphasis added).
As we review the trial court's interpretation of the Water Agreement de novo, we conclude that the trial court erred as a matter of law in its interpretation of Section 4.1 regarding who would be subject to the area connection charge. The plain language of Section 4.1 unambiguously provides that "present or future owners of real estate within the excess areas [who]... desire to connect into the Water Main, whether by direct tap or through the extension or connection of lateral lines to service the real estate situated in the excess area or adjacent to the excess area" would be subjected to the area connection charge. (App. 90; Appellee's Addendum 4) (emphasis added). Thus, the area connection charge would be assessed against owners of real estate in the excess area if that owner connected, directly or indirectly, to the water main "to service" real estate adjacent to the excess area. The trial court's interpretation of the "whether by" clause changes the "to service the real estate situated in the excess area or adjacent to the excess area" language to "that service the real estate situated in the excess area or adjacent to the excess area[.]" In doing so, the trial court disregarded the plain language of the Water Agreement. However, we must look to the plain language of the agreement and cannot change or vary the language used. See Citimortgage, 975 N.E.2d at 813; Univ. of S. Ind. Found., 843 N.E.2d at 532. See also Singleton v. Fifth Third Bank, 977 N.E.2d 958, 967 (Ind.Ct.App.2012) ("The unambiguous language of a contract is conclusive and binding on the parties and the court, and the parties' intent is determined from the four corners of the document.").
We acknowledge that, outside of Section 4.1, the Water Agreement does not mention real estate situated adjacent to the excess area and that it refers only to excess area owners. The lack of further reference to the area adjacent to the excess area is of no moment because the plain language of the Water Agreement reveals that the parties did not intend all adjacent owners of real estate to be subjected to the area connection charge. Instead, the plain language in Section 4.1 of the Water Agreement provides that owners of real estate in the excess area are subject to the area connection charge if they connect, directly or indirectly, to the water main "to service the real estate situated in the excess area or adjacent to the excess area[.]" (App. 90; Appellee's Addendum 4) (emphasis added). Thus, the language of Section 4.1, agreed upon by the parties, shows that the intent of the parties was that the area connection charge would be assessed against excess area owners in two specified situations.
Because the trial court erroneously interpreted the contract as a matter of law, we reverse the trial court's grant of Huntertown's partial summary judgment motion and denial of Carroll Creek's cross-motion for summary judgment and remand for further proceedings. See, e.g., Bhd. Mut. Ins. Co., 971 N.E.2d at 132-33 (holding that "we are not at liberty to rewrite [a] contract" and reversing a trial court's grant of summary judgment where the court erred in interpreting the contract). See also Singleton, 977 N.E.2d at 968 (explaining that "[t]his court cannot make a contract for the parties, nor are we at liberty to revise a contract, or supply omitted terms while professing to construe it.").
MATHIAS, J., and BRADFORD, J., concur.