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### STATE OF MICHIGAN

COURT OF APPEALS

LAKEWOOD ESTATES IMPROVEMENT ASSOCIATION, INC.,

Plaintiff-Appellant, UNPUBLISHED July 14, 2015

v No. 321826 Saginaw Circuit Court MICHELE BUEKER and MICHELE M. BUEKER REVOCABLE LIVING TRUST, LC No. 12-018182-CH

Defendants-Appellees.

Before: O’C ONNELL , P.J., and O WENS and M. J. K ELLY , JJ.

P ER C URIAM

. In this dispute involving deed restrictions in a subdivision, plaintiff, Lakewood Estates Improvement Association, Inc., (Lakewood) appeals as of right t he trial court’s decision granting summary disposition to defendants, Michele Bueker and the Miche le M. Bueker Revocable Living Trust, under MCR 2.116(C)(10). We affirm.

I. BACKGROUND FACTS

In 1999, Bueker purchased a 6.41 acre piece of property abutti ng Lakewood Estates No. 2., a platted subdivision. Unbeknownst to Bueker, a prior owne r had divided a lot in the platted subdivision in 1978, and a very narrow portion of Bueker’s prop erty falls within the subdivision. 1 The parcel that Bueker owns varies from about 15 to 40 feet w ide and it is a drain, not a lot. At some point, Bueker built a driveway over the dra in, and she wishes to build a house on her remaining property.

The Declaration of Restrictions that applies to Lakewood’s sub division states in pertinent part:

1 Because Lakewood did not raise any claims regarding the propri ety of this division, the trial court refused to infer tha t it was improper.-2- 1. LAND USE AND BUILDING TYPE. No parcel or land of sufficien t size for construction shall be used except for residential purposes. . .

. 2. ARCHITECTURAL CONTROL. No building or other structure shal l be erected, altered or placed on any lot until the construction pl ans and specifica[tions] and a plot plan showing the location of the st ructure have been approved by the Architectural Control Committee as to quality a nd materials, harmony of external design with e xisting structures, and as to location with respect to topography and finish grade elevation. No fence or wall shall be erected, placed or altered on any pa rcel unless similarly appro ved.

In November 2012, Lakewood filed suit in this action. In perti nent part, Lakewood contended that Bueker’s driveway violate d the deed restrictions because i t was not for residential purposes and Bueker built it without appr oval of the architectural contr ol committee. Bueker moved for summary disposition under MCR 2. 116(C)(10), alleging that her d riveway does not violate the restrictions because it is used for residential purposes and it is not a structure. Lakewood also moved for summary disposition, alleging for the first time that Bueker’s driveway violated MCL 560.111 in the land division act by es sentially replatting the subdivision.

In a written opinion, the trial court interpreted the language of the deed restrictions and concluded that Bueker’s driveway was for residential purposes a nd was not an “other structure” that required the approval of the architectural control committ ee. It granted Bueker’s motion for summary disposition. Lakewood subsequently moved for reconside ration and moved to amend its complaint to include its claim under MCL 560.111. The tria l court denied both motions. Lakewood now appeals.

II. STANDARDS OF REVIEW

This Court reviews de novo questions involving the scope of de ed restrictions. Bloomfield Estates Improvement Ass’n, Inc v City of Birmingham , 479 Mich 206, 212; 737 NW2d 670 (2007). We also review de novo the trial court’s deci sion on a motion for summary disposition. Gorman v American Honda Motor Co, Inc , 302 Mich App 113, 115; 839 NW2d 223 (2013). A party is entitled to summary disposition under MCR 2 .116(C)(10) if “there is no genuine issue as to any material fact, and the moving party is entitled to judgment . . . as a matter of law.” The trial court must consider all the documentary evi dence in the light most favorable to the nonmoving party. MCR 2.116(G)(5). A genuine issue of m aterial fact exists if, when viewing the record in the light most favorable to the nonmoving party, reasonable minds could differ on the issue. Gorman , 302 Mich App at 116.

We review for an abuse of discr etion the trial court’s decisio n regarding a party’s request for leave to amend its complaint. Tierney v Univ of Mich Regents , 257 Mich App 681, 687; 669 NW2d 575 (2003). The trial court abuses its discretion when it s decision falls outside range of principled outcomes. Peters v Gunnell, Inc , 253 Mich App 211, 221; 655 NW2d 582 (2002).

III. INTERPRETING THE DEED RESTRICTIONS-3- Lakewood contends that Bueker’s driveway violates the subdivis ion’s deed restrictions because (1) it is not for a res idential purpose, and (2) she di d not have approval of Lakewood’s architectural committee. We disagree.

“A deed restriction represents a contract between the buyer an d seller of property.” Bloomfield Estates , 479 Mich at 212. “Deed restrictions preserve not only moneta ry value, but aesthetic characteristics considered to be essential constituen ts of a family environment.” Id . at 214 (quotation marks and citation omitted). Public policy favo rs building and use restrictions in residential deeds. Brown v Martin , 288 Mich App 727, 731; 794 NW2d 857 (2010). Courts support the right of property owners to enforce covenants affec ting their property as part of the parties’ freedom to contract. Bloomfield Estates , 479 Mich at 214.

We interpret deed restrictions like any other contracts and en force them as written, unless the restriction is waived or it violates law or public policy. Id . We determine the intent of the parties by examining “the words used by the parties themselves, ” not by examining different deeds that contain different language. Id . at 224. Unless the deed restrictions define specific terms, we afford those terms their plain and ordinary meanings. Id . at 215. We may consult a dictionary definition to int erpret undefined terms. Griffith v State Farm Mut Auto Ins Co , 472 Mich 521, 526; 697 NW2d 895 (2005). We consider the terms in t heir context and setting. Bloomfield Estates , 479 Mich at 215. We also construe deed restrictions in light of the general plan under which they were developed. Brown , 288 Mich App at 731.

First, Lakewood contends that Bu eker’s driveway violates the d eed restriction that provides that land must be use d for residential purposes:

1. LAND USE AND BUILDING TYPE. No parcel or land of sufficien t size for construction shall be used except for residential purposes. . .

. According to Lakewood, a driveway is not a residential purpose. We conclude that in this case, Bueker’s driveway is for a residential purpose.

“The term ‘residential’ means ‘pertaining to residence or to r esidences.’ ” Bloomfield Estates , 479 Mich at 215. In 1968, the word residential meant “used a s a residence or by residents,” where a residence was “the place where one actually lives as distinguished from his domicile or place of temporary sojourn.” Webster’s Seventh Ne w College Dictionary (1967). A driveway is “a private road giving access from a public way to a building on abutting grounds.” Merriam-Webster’s Collegiate Dictionary (2014); Webster’s Seventh Ne w College Dictionary (1967).

In this case, the driveway travels from a public way to what w ill be a residence—a place where Bueker intends to live. Accordingly, the driveway pertai ns to a residence and is a residential driveway. We reject Lakewood’s assertion that the driveway is not for a residential
purpose.
Second, Lakewood contends that Bu eker’s driveway violates the deed restriction that provides that the architectural control committee must preappro ve plans and specifications for buildings or other structures:-4- 2. ARCHITECTURAL CONTROL. No building or other structure shal l be erected, altered or placed on any lot until the construction pl ans and specifica[tions] and a plot plan showing the location of the st ructure have been approved by the Architectural Control Committee as to quality a nd materials, harmony of external design with e xisting structures, and as to location with respect to topography and finish grade elevation. No fence or wall shall be erected, placed or altered on any pa rcel unless similarly appro ved.

According to Lakewood, Bueker’s driveway violates the deed rest riction because it is an “other structure,” and the architectur al control committee did not app rove it. Again, we disagree.

When the deed restrictions were drafted, the word “structure” was defined as “something constructed,” Webster’s Seventh New College Dictionary (1967). Considering the term “other structure” in context, it is asso ciated with the word “building .” A “building” is “a usu. roofed and walled structure built for permanent use (as for a dwelling ).” Merriam-Webster’s Collegiate Dictionary (2014); Webster’s Seventh New College Dictionary (1967). The driveway in this case is something that is constructed. However, the driveway does n ot have walls or a roof, and it is not used a dwelling. The context of the words tends against La kewood’s interpretation of a “driveway” as an “ot her structure.”

The deed restriction also indicates that fences and walls must be “similarly approved.” We must interpret a contract in a way that gives every word, ph rase, and clause meaning, and must avoid interpretations that render parts of the contract su rplusage. Klapp v United Ins Group Agency, Inc , 468 Mich 459, 468; 663 NW2d 447 (2003). Under Lakewood’s pro posed definition of structure, it would not make sense for fences and walls to n eed to be approved in a similar way as structures because they would already be structures. Ac cordingly, Lakewood’s proposed definition of structure would render this sentence in the deed restrictions surplusage.

Considering the definition and context of the phrase “other st ructure,” we conclude that the “other structures” under the deed restrictions are things s imilar to buildings. Because a driveway is not similar to a bu ilding, Bueker did not violate t he second deed restriction when she constructed the driveway withoutthe prior approval of the arch itectural control committee.

Finally, we reject Lakewood’s as sertion that the deed restrict ions are ambiguous. A dispute about contractual language does not render the contract ambiguous. Farm Bureau Mut Ins Co of Mich v Nikkel , 460 Mich 558, 567; 596 NW2d 915 (1999). A contract is ambigu ous when its provisions are capable of conflicting interpretations. Id . at 566. In this case, the phrase “building or other structure” is not capable of conflicting int erpretations. Simply because Lakewood and Bueker disagree about whether a driveway is a stru cture does not mean that the term other structure conflicts w ith other portions of the deed restrictions.

IV. THE LAND DIVISION ACT

Lakewood next contends that Bue ker’s driveway violates the lan d division act, MCL 560.101 et seq . We reject this claim because Lakewood has not addressed the basis of the trial court’s decision.-5- If a party does not address the basis of the trial court’s dec ision, we need not even consider granting them relief. Derderian v Genesys Health Care Systems , 263 Mich App 364, 381; 689 NW2d 145 (2004). In this case, the trial court reject ed Lakewood’s motion to amend its complaint to include a claim under MCL 560.111. On appeal, instead of addressing the propriety of the trial court’s procedural decision, Lakewood so lely addresses the merits of the issue. The trial court’s decision did not rest on the merits o f the issue, it rested on its procedural determination. We therefore decline to address the merits of L akewood’s claims under the land division act.

We affirm.

/s/ Peter D. O’Connell /s/ Donald S. Owens /s/ Michael J. Kelly