PER CURIAM.
Plaintiff appeals as of right the trial court's order dismissing its complaint, which sought an injunction against defendant's foreclosure by advertisement. Because we conclude that the plain language of MCL 600.3204 bars defendant's foreclosure action, we reverse.
This case arises out of defendant-mortgagee's foreclosure by advertisement of plaintiff-mortgagor's real property in Montcalm County. In early June 2007, plaintiff and defendant entered into a "Business Loan Agreement" for approximately $1.8 million. The same day, the parties entered into a separate mortgage agreement to secure defendant's loan to plaintiff. In the mortgage agreement, plaintiff mortgaged to defendant real property it owned in Montcalm County. The $1.8 million loan was also secured by two separate commercial guaranties, each in the amount of $300,000, executed by Avi Banker and Ahron Shulman.
The loan matured on June 6, 2011, with plaintiff owing defendant an outstanding
On October 20, 2011, plaintiff filed its complaint. Plaintiff sought an injunction against defendant's pending foreclosure sale and a declaratory judgment stating that defendant was not entitled to proceed with the foreclosure sale according to MCL 600.3204(1)(b). Defendant answered the complaint, and subsequently filed a motion for summary disposition pursuant to MCR 2.116(C)(8), arguing that Michigan law permits foreclosure by advertisement while an action is pending against a guarantor. After hearing oral arguments, the trial court granted defendant's motion for summary disposition and held as a matter of law that defendant was entitled to foreclose by advertisement notwithstanding the existing legal action against the guarantors. Plaintiff now appeals the trial court's order.
We review de novo a decision on a motion for summary disposition. Ligon v. Detroit, 276 Mich.App. 120, 124, 739 N.W.2d 900 (2007). A motion for summary disposition brought pursuant to MCR 2.116(C)(8) tests the legal sufficiency of the complaint. Maiden v. Rozwood, 461 Mich. 109, 119, 597 N.W.2d 817 (1999). "All well-pleaded factual allegations are accepted as true and construed in a light most favorable to the nonmovant." Id. Summary disposition is only appropriate when "the claims are so clearly unenforceable as a matter of law that no factual development could possibly justify recovery." Wade v. Dep't of Corrections, 439 Mich. 158, 163, 483 N.W.2d 26 (1992). We also review questions of statutory and contract interpretation de novo. Adair v. Mich., 486 Mich. 468, 477, 785 N.W.2d 119 (2010); Archambo v. Lawyers Title Ins. Corp., 466 Mich. 402, 408, 646 N.W.2d 170 (2002).
The statute at issue in this case, MCL 600.3204(1), provides:
"The primary goal of statutory interpretation is to give effect to the Legislature's intent, focusing first on the statute's plain language." Klooster v. City of Charlevoix, 488 Mich. 289, 296, 795 N.W.2d 578 (2011). The language is read according to its "ordinary and generally accepted meaning." Oakland Co. Bd. of Co. Rd. Comm'rs v. Mich. Prop. & Cas. Guaranty Ass'n, 456 Mich. 590, 599, 575 N.W.2d 751 (1998). "Where the language of a statute is clear, [this Court] will enforce the statute as written because the
The parties agree that §§ 3204(1)(a), (c), and (d) are satisfied. Accordingly, the outcome of this case turns on the interpretation of § 3204(1)(b); whether "[a]n action or proceeding has not been instituted, at law, to recover the debt secured by the mortgage or any part of the mortgage...." In the trial court, the parties relied on United States v. Leslie, 421 F.2d 763, 766 (C.A.6, 1970),
Under Michigan law, a creditor generally may simultaneously proceed against a guarantor and foreclose on a mortgaged property because the guaranty is an obligation separate from the mortgage note. Id. See also Mazur v. Young, 507 F.3d 1013, 1019 (C.A.6, 2007) (deciding issue under Michigan law, stating "[t]hat a guaranty agreement is an independent, collateral agreement is what allows a seller to proceed against a guarantor without having first exhausted the foreclosure remedy against the buyer.").
The facts of Leslie are similar to this case in that Leslie involved a mortgage foreclosure and a personal guaranty. In Leslie, the United States government commenced an action against the defendants-guarantors of a promissory note after the mortgagor corporation defaulted on its payments under the note. Id. at 764. After the government sought to enforce the guaranty contracts, the government filed a separate action for foreclosure by advertisement. Id. at 764-765. At trial, the guarantors argued that the applicable Michigan statute prohibited simultaneous actions for both foreclosure and enforcement of the guaranty contracts. Id. at 765.
The Leslie court held that the government was permitted to maintain both actions. Id. at 766. The court explained that the statute was intended to prevent the mortgagor from losing the mortgaged property and being held personally liable for the debt. Id. Leslie further explained that the statute was intended to protect the mortgagor, not the guarantors of a note. Id. The court concluded:
On appeal, plaintiff argues that this case is distinguishable from Leslie and its progeny because the mortgage specifically defines the "indebtedness" as including the guaranties. Accordingly, plaintiff argues, the mortgage itself includes the guaranties in the mortgage debt, distinguishing this case from Leslie because the mortgage and the guaranties are not separate. Further, plaintiff maintains, because the mortgage specifically defines its indebtedness to include the guaranties, the action against the guarantors constituted an action "to recover the debt secured by the mortgage" pursuant to § 3204(1)(b), thereby rendering the foreclosure by advertisement invalid.
The mortgage in this case provides that it is "given to secure" payment of the "indebtedness." The mortgage further defines "indebtedness" to mean "all principal, interest, and other amounts, costs and expenses payable under the Note or Related Documents...." "Related Documents" is defined to mean "all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness" (emphasis added).
The goal of contract interpretation is to read the document as a whole and apply the plain language used in order to honor the intent of the parties. Dobbelaere v. Auto-Owners Ins. Co., 275 Mich.App. 527, 529, 740 N.W.2d 503 (2007). We must enforce the clear and unambiguous language of a contract as it is written. Frankenmuth Mut. Ins. Co. v. Masters, 460 Mich. 105, 111, 595 N.W.2d 832 (1999).
We agree with plaintiff that the plain language of the mortgage contract specifically includes guaranties in the indebtedness secured by the mortgage. This fact distinguishes the instant case from the case in Leslie because in holding that simultaneous actions to collect from the guarantors and to foreclose on the mortgage did not violate the precursor to MCL 600.3204, the court in Leslie specifically noted that "[t]he action in the District Court was brought against the defendants in their capacity as guarantors. The guaranty is an obligation separate from the mortgage note." Leslie, 421 F.2d at 766. In this case the guaranties are included in the mortgage debt by the terms of the mortgage agreement, and accordingly are not obligations that are separate from the mortgage note. The parties do not cite any case that considered MCL 600.3204 under circumstances where the guaranties were incorporated into the mortgage debt, and we could find no such case. The statute does not define "the debt secured by the mortgage," and logically, "the debt secured by the mortgage" must be defined by the mortgage itself.
On the basis of the plain language of the mortgage and the plain language of the statute, we conclude that the trial court erred by granting summary disposition to defendant. In this case, the action that
Reversed.
HOEKSTRA, P.J., and SAWYER and SAAD, JJ., concurred.