PER CURIAM.
Plaintiff Scott Simmons appeals as of right the trial court's order granting summary disposition in favor of defendants pursuant to MCR 2.116(C)(8) in this action involving claims of promissory estoppel and breach of contract arising out of a business agreement. We affirm.
In 2002, Simmons and Bonnie Vant formed an elevator parts and services company known as The Vertical Solution Company (VSC). Simmons and Vant initially had an oral agreement with respect to the business venture, which was later reduced to writing. The written agreement provided, in part, that "Simmons will be issued 90% of the shares as a signing bonus when he becomes fully employed by [VSC] and begins to draw a salary." We shall refer to this provision as the "employment clause." There is no dispute that, initially, Vant was VSC's sole shareholder.
Vant died in 2015, at which time Simmons had not yet become employed by VSC, which he concedes. A dispute then arose between Simmons and defendants, who consisted of various representatives of Vant's probate and trust estates and others, with respect to the ownership interests in VSC. Simmons contended that the agreement's death clause operated to give him a 90% ownership interest in VSC upon Vant's death, with the remaining 10% going to Vant's estate, even though the employment clause had never been implicated. Essentially, Simmons's position was that under the agreement he could obtain a 90% ownership interest in VSC either by becoming a full-time, salary-drawing employee under the employment clause, which did not transpire, or by Vant's passing under the death clause, regardless of his employment status at the time of Vant's death. Defendants maintained that Simmons never satisfied the employment clause and that the written agreement lacked mutuality of obligation because Simmons was not required to seek full-time employment with VSC and because the death clause allowed Simmons to obtain a 90% interest in VSC for no return performance and simply on the basis of Vant's death.
Simmons filed a complaint against defendants, alleging breach of contract and promissory estoppel. Defendants subsequently filed a motion for summary disposition under MCR 2.116(C)(8) and (10), arguing lack of mutuality of obligation, lack of a definite promise by Vant to convey ownership to Simmons upon her death for purposes of the promissory estoppel claim, and lack of compliance with the requirements for making a valid will.
Simmons proceeded to file an amended complaint consistent with his summary disposition arguments concerning parol evidence. He again alleged claims of breach of contract and promissory estoppel. Defendants later filed a motion for summary disposition, essentially making the same arguments as presented in their earlier motion, and Simmons responded in similar fashion to his previous arguments. The trial court again granted summary disposition in favor of defendants on Simmons's amended complaint. The court's general reasoning was that the written agreement alone governed the dispute because its language was plain and unambiguous, providing Simmons with a 90% ownership interest in VSC solely upon satisfaction of the employment clause, which did not take place, with the death clause only giving some direction where, previous to Vant's death, Simmons had already obtained a 90% ownership interest pursuant to the employment clause. The court also ruled, for purposes of promissory estoppel, that there was no clear and definite promise by Vant that Simmons would obtain a 90% interest in VSC simply based upon Vant's death. Simmons appeals as of right.
We review de novo a trial court's ruling on a motion for summary disposition. Loweke v Ann Arbor Ceiling & Partition Co, LLC, 489 Mich. 157, 162; 809 N.W.2d 553 (2011). "[Q]uestions involving the proper interpretation of a contract or the legal effect of a contractual clause are also reviewed de novo." Rory v Continental Ins Co, 473 Mich. 457, 464; 703 N.W.2d 23 (2005). We likewise review de novo the question whether contractual terms are ambiguous. Rossow v Brentwood Farms Dev, Inc, 251 Mich.App. 652, 658; 651 N.W.2d 458 (2002). "The cardinal rule in the interpretation of contracts is to ascertain the intention of the parties[;] [t]o this rule all others are subordinate." McIntosh v Groomes, 227 Mich. 215, 218; 198 NW 954 (1924). In light of this rule, "[i]f the language of the contract is clear and unambiguous, it is to be construed according to its plain sense and meaning; but if it is ambiguous, testimony may be taken to explain the ambiguity." New Amsterdam Cas Co v Sokolowski, 374 Mich. 340, 342; 132 N.W.2d 66 (1965); see also Frankenmuth Mut Ins Co v Masters, 460 Mich. 105, 111; 595 N.W.2d 832 (1999). However, a court will not create ambiguity where the terms of the contract are clear. Frankenmuth Mut, 460 Mich at 111. Parol evidence regarding contract negotiations, or concerning prior or contemporaneous agreements that vary or contradict the written contract, is inadmissible to alter the terms of a contract that is clear and unambiguous. UAW-GM Human Resource Ctr v KSL Recreation Corp, 228 Mich.App. 486, 492; 579 N.W.2d 411 (1998). Parol evidence is admissible to determine the threshold question whether a written contract constituted an integrated instrument showing a complete expression of the parties' agreement, as opposed to a partial integration where essential elements were not put in writing. Id. at 492-493.
"A party asserting a breach of contract must establish by a preponderance of the evidence that (1) there was a contract (2) which the other party breached (3) thereby resulting in damages to the party claiming breach." Miller-Davis Co v Ahrens Constr, Inc, 495 Mich. 161, 178; 848 N.W.2d 95 (2014).
The trial court determined that the employment clause served as the only mechanism by which Simmons could obtain the 90% interest in VSC and that the death clause was solely implicated if Simmons had previously obtained a 90% interest pursuant to the employment clause, with the death clause merely directing, in that instance, that the remaining 10% would go to Vant's estate. The trial court focused on the language in the death clause that provided that Vant's estate would receive "the 10%" interest upon her death, which the court viewed as envisioning circumstances in which Vant only had a 10% interest in VSC at the time of her death, and that would only be the situation had Simmons already obtained his 90% interest pursuant to the employment clause. (Emphasis added.) We agree with the trial court's construction of the written agreement and hold that the plain and unambiguous language of the agreement solely provided for Simmons obtaining a 90% ownership interest if he satisfied the employment clause, which never occurred. Had the death clause been intended to operate as claimed by Simmons, it certainly would have had language comparable to that found in the employment clause, e.g., "[i]n the event of the death of Bonnie Vant, Simmons will be issued 90% of the shares in VSC." Instead, the death clause clearly contemplated a scenario in which Simmons had already obtained a 90% interest in VSC under the employment clause, with the death clause simply directing disbursement of Vant's 10% interest to her estate upon her death and prohibiting the estate from attempting to take a greater share of VSC or to make an ownership claim. Finding no ambiguity, parol or extrinsic evidence that might conflict with the written agreement cannot be considered. Accordingly, there was no breach of contract as a matter of law. Moreover, there was no clear and definite promise by Vant to give Simmons a 90% interest in VSC based solely on her death; therefore, the promissory estoppel claim fails as a matter of law.
Affirmed. Having fully prevailed on appeal, defendants are awarded taxable costs under MCR 7.219.