Wnc Housing Lp v. Shelborne Development Company LLC

Order Michigan Supreme Court
Lansing, Michigan

January 24, 2017 Stephen J. Markman,
Chief Justice

Robert P. Young, Jr.
Brian K. Zahra
153770 Bridget M. McCormack
David F. Viviano
Richard H. Bernstein
Joan L. Larsen,
WNC HOUSING LP, SHELTER RESOURCES Justices
CORPORATION, and WNC INSTITUTIONAL
TAX CREDIT FUND XVII LP,
Plaintiffs-Appellees,
v SC: 153770
COA: 324249
Wayne CC: 12-003812-CH
SHELBORNE DEVELOPMENT COMPANY LLC,
KARLEY SQUARE GP LLC, SHELBORNE PARK
GP LLC, and KATHY S. MAKINO, a/k/a
KATHY S. MAKINO-LEIPSITZ,
Defendants-Appellants.

___________________________________________/

On order of the Court, the application for leave to appeal the February 23, 2016
judgment of the Court of Appeals is considered and, pursuant to MCR 7.305(H)(1), in
lieu of granting leave to appeal, we VACATE that part of the Court of Appeals opinion
holding that defendant Kathy Makino is personally liable as the guarantor of the
mortgage purchase, and we REMAND this case to that court for reconsideration. The
Court of Appeals erred by relying on the testimony of David Shaffer, the executive vice
president of WNC Associates, Inc., a managing partner of plaintiff WNC Housing LP, in
interpreting the provisions of the partnership agreement, and by reviewing the trial
court’s interpretation of the partnership agreement for clear error. See e.g., Detroit Fire
Fighters Ass’n, IAFF Local 344 v City of Detroit, 482 Mich 18, 28 (2008) (“issues of
contract interpretation are also questions of law reviewed de novo”). On remand, the
Court of Appeals shall review this issue de novo as a matter of law.

I, Larry S. Royster, Clerk of the Michigan Supreme Court, certify that the
foregoing is a true and complete copy of the order entered at the direction of the Court.
January 24, 2017
a0117
Clerk