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### STATE OF MICHIGAN

COURT OF APPEALS

NORTH CRE VENTURE 2010-12, LLC,

Plaintiff-Appellee, UNPUBLISHED September 10, 2015

v No. 321310 Wayne Circuit Court R. B. LAND & BUILDING COMPANY, ROBERT T. KATO, and BANN KATO, LC No. 12-010579-CH

Defendants-Appellants,

and

THOMAS J. RYAN,

Intervenor.

Before: M URRAY , P.J., and M ETER and O WENS , JJ.

P ER C URIAM

. Defendants appeal as of right a n order denying their objection to the sale of receivership assets. We affirm.

This case arose from the court-appointed receiver’s sale of a retail strip mall formerly owned by defendant R. B. Land & Building Company in Detroit. A s part of a settlement agreement between plaintiff and defendants, the trial court iss ued an order stating that the receiver’s sale of receivership assets was subject to approval after notice to defendants and a hearing in open court. The order further required any sale to be for the “best price obtainable.” The receiver obtained court approval to sell the Detroit proper ty for $1.1 million, then amended the sale price to $950,000 to account for previously undiscover ed environmental issues that required remediation.

Defendants argue that the receiver’s sale violated the trial c ourt’s order because they lacked notice of the reduced sale price and that the trial cour t erred in denying their objection to the sale. We disagree.

“Interpreting the meaning of a c ourt order involv es questions of law that we review de novo on appeal.” Silberstein v Pro-Golf of America
, Inc , 278 Mich App 446, 460; 750 NW2d 615 (2008). This Court reviews a “trial court’s factual findin gs for clear error and the decisions-2- that are within the trial court's discretion for an abuse of di scretion.” Hanton v Hantz Fin Servs
, Inc , 306 Mich App 654, 661; 858 NW 2d 481 (2014) (citation and quot ation marks omitted). A trial court’s factual findings a re clearly erroneous when “ther e is no evidentiary support for them or where there is supporting evidence but the reviewing court i s nevertheless left with a definite and firm conviction that the trial court made a mistake.” Hill v City of Warren , 276 Mich App 299, 308; 740 NW2d 706 (2007). In reviewing a trial court’s fa ctual findings, “[t]his Court affords great deference to the special opportunity of the trial court to judge the credibility of the witnesses who appeared before it.” Augustine v Allstate Ins Co , 292 Mich App 408, 424-425; 807 NW2d 77 (2011) (citation and quotation marks omitted). “A trial court abuses its discretion when its decision falls outside the range of reasonable and pri ncipled outcomes.” D’Alessandro Contracting Group
, LLC v Wright , 308 Mich App 71, 76; 862 NW2d 466 (2014).

“Stipulated orders that are accepted by the trial court are ge nerally construed under the same rules of construction as contracts.” Phillips v Jordan , 241 Mich App 17, 21; 614 NW2d 183 (2000), app dis 618 NW2d 591 (2000). This Court interprets a contract “according to its plain and ordinary meaning.” Holmes v Holmes , 281 Mich App 575, 593; 760 NW2d 300 (2008). If contract language is clear and unambiguous, the lan guage’s meaning is a question of law. Butler v Wayne Co , 289 Mich App 664, 671; 798 NW2d 37 (2010). Conversely, if th e contract language “is subject t o two reasonable interpretations , factual development is necessary to determine the intent of the parties[.]” Holmes , 281 Mich App at 594 (citations and quotation marks omitted). “[C]ourts must construe unambiguous contract p rovisions as written.” Id . “But contract terms should not be cons idered in isolation and contra cts are to be interpreted to avoid absurd or unreasonable conditions and results.” Hastings Mut Ins Co v Safety King
, Inc , 286 Mich App 287, 297; 778 NW2d 275 (2009).

In this case, plaintiff and defendants, as part of their settl ement agreement, stipulated to an amendment of the trial court’s order appointing a receiver. The trial court accepted these stipulations and memorialized them in a court order. Therefore , this Court interprets the order under the same rules of construction as a contract. See Phillips , 241 Mich App at 21.

The trial court did not clearly err in its implicit finding th at $950,000 was the “best price obtainable” under section 6.5.1(a) of the amended order. Admit tedly, the trial court never stated on the record that either the $1.1 million price or the $950,00 0 price was the best price obtainable. The court explicitly approved the $1.1 million sal e price, however, and that explicit approval served as an implicit holding that the sale complied w ith the amended order. As for the $950,000 price, the receiver, Thomas J. Ryan, submitted an affi davit stating that the amended figure was the best price obtai nable, and he filed the affidavi t with the court 16 days before the hearing on defendants’ objection to the sale. The court’s deni al of defendants’ objection on March 26, 2014, operated as both an approval of the amended pri ce and a holding that the sale complied with the amended order.

Defendants asserted in the lower court—and continue to do so o n appeal—that they were ready, willing, and able to bid $1 million for the Detroit prop erty. The lower court record indicates, however, th at the trial court was dubious about defe ndants’ ability to follow through on this claim, and defendants present no evidence, other than d efendant Robert Kato’s conclusory affidavit, to show otherwise. The trial court had b een made aware that defendants had failed to make payments on the Detroit property for approxi mately three years before-3- plaintiff took action against th em. The trial court had also b een made aware that defendants made two previous settlement offers to plaintiff, both of which were denied. Additionally, the trial court granted a motion al lowing defendants’ original coun sel to withdraw from representation, in part because d efendants had “failed to subst antially fulfill [their] obligations to Counsel regarding Counsel’s serv ices in this matter” and would cause “an unreasonable financial burden on Counsel.” Although the trial court did not state tha t he thought that defendants’ purported $1 million bid was an unr ealistic option, it clearly approved the amended sale price. In light of the record, we are not left with a definite and firm c onviction that the trial court made a mistake in deciding that $950,000 w as the best price obtainable under the circumstances.

Likewise, the trial court did not clearly err in finding that the sale complied with section 6.5.1(g) of the amended order, which provides that a sale of re ceivership property “shall be subject to Approval, at a hearing in open court, after giving n otice to defendants through their attorney.” The section requires (1) notice to defense counsel, (2) a hearing in open court, and (3) approval of the sale. Defendants do not seriously contend on a ppeal that the potential $1.1 million sale violated the provision: Ryan filed a motion to sel l the Detroit property and properly served it on defense counsel electronically, a hearing followed on January 24, 2014, and the trial court issued its writt en approval of the sal e after the hearing

. Defendants do, however, contend that they lacked notice of the reduced price and that the sale therefore violated secti on 6.5.1(g). Defendants misread t he provision. Ryan provided defense counsel with notice of the price reduction by way of an e-mail on February 25, 2014. The court then conducted a hearing in open court regarding the price reduction on March 14, 2014, explicitly approving the $950,000 price. The court then issued a written order denying defendants’ objections—and implicitly granting its approval of the $950,000 price—on March 26, 2014. Therefore, the sale satisfied the three specified co nditions in section 6.5.1(g) in spite of the fact that the actual sa le predated the approval.

Section 6.5.1(g) clearly provides that a sale of the property is subject to approval after a hearing and notice, not that the approval must necessarily be g iven before the sale is completed. Additionally, paragraph 11(F) of the purchase agreement for the Detroit property provided that “This Agreement is subject to the Receivership Order, as amende d, and Court approval of the terms and conditions herein. Sel ler agrees to promptly seek co urt approval.” Therefore, the sale for $950,000 was not a fait accompli despite the existence of a purchase agreement—the amended order still mandated official approval by the court, an d the court gave its approval verbally and in writing after c onducting a hearing with defense counsel present. Accordingly, the trial court did not clearly err in holding that notice and approval were proper under the amended order.

We acknowledge that the trial court’s original order appointin g a receiver provides that approval only occurs through the pa rties’ written consent or by the trial court’s specific “Order of Approval.” The trial court, however, evinced its unqualifie d approval of the $1.1 million and the $950,000 prices both verbally and in writing. A determinat ion that the court’s approval was invalid under the order simply because it was not specifically titled “Order of Approval” would lead to an absurd, unreasonable result. See Hastings Mut Ins Co , 286 Mich App at 297. The court did not abuse its discretion in denying defendants’ objec tion to the sale because, for the-4- reasons discussed, approving the sale was within the range of r easonable and principled outcomes. See D’Alessandro Contracting Group
, LLC , 308 Mich App at 76.

Affirmed.

/s/ Christopher M. Murray /s/ Patrick M. Meter /s/ Donald S. Owens