The County of Lake, Indiana; Board of Commissioners of the County of Lake (Indiana), in their official capacities; and the Lake County Treasurer, in his official capacity, Appellants-Defendants,
U.S. Research Consultants, Inc., an Indiana Corporation, Appellee-Plaintiff
Appeal from the Lake Superior Court. The Honorable Calvin P. Hawkins, Judge. Cause No. 45D02-0805-CC-183.
ATTORNEYS FOR APPELLANTS: Richard M. Davis, Kevin G. Kerr, Hoeppner Wagner & Evans LLP, Valparaiso, Indiana.
ATTORNEYS FOR APPELLEE: Kevin W. Vanderground, Church, Church, Hittle & Antrim, Merrillville, Indiana; Rick C. Gikas, Merrillville, Indiana.
Robb, Judge. Baker, J., and Kirsch, J., concur.
Case Summary and Issue
[¶ 1] U.S. Research Consultants, Inc. (" Consultant" ) and The County of Lake, Indiana; the Board of Commissioners of the County of Lake, Indiana, in their official capacities; and the Lake County Treasurer, in his official capacity (collectively, the " County" ), entered into a series of contracts (the " collection contracts" ) for Consultant to be paid a commission for collecting delinquent real property taxes on behalf of the County. After the collection contracts were terminated, Consultant sued the County for breach of contract, alleging unpaid commissions under the collection contracts. The trial court granted Consultant's motion for partial summary judgment and denied the County's motion regarding the interpretation of the contract. Based upon that judgment, the trial court later granted final judgment in excess of one million dollars to Consultant on its complaint. The County raises several issues, of which we find the following dispositive: whether the trial court properly
interpreted the collection contracts as a matter of law and therefore properly granted partial summary judgment to Consultant and denied partial summary judgment to the County. Concluding the trial court erred as a matter of law in interpreting the collection contracts and erroneously granted partial summary judgment and ultimately final judgment to Consultant, we reverse and remand.
Facts and Procedural History
[¶ 2] In 2000, the County and Consultant entered into a contract by which the County assigned real property tax collection cases to Consultant for collection and Consultant earned a commission on amounts collected. The initial contract was for a two-year term beginning January 1, 2000, and provided, in pertinent part:
2. Scope of Service. The Consultant shall do, perform, and carry out in a good and professional manner the services for the County, specifically the Consultant shall:
A. Consultant shall be assigned by the Lake County Treasurer 100% of the Real Property Tax Collection Cases.
B. Consultant shall report directly to the Lake County Treasurer for all instructions if necessary to carry out its responsibilities.
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E. Collect the delinquent monies through an organized procedure to include filing lawsuits to collect if necessary.
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I. All payments made by defendants on lawsuits filed with the Court(s) shall be made to the Clerk of the Court. These funds will then be transferred by the Clerk of the Court to the County of Lake and its Treasurer for deposit as payments are made. Payments will be applied as follows:
1. First to the payment of Court costs until these are paid in full.
2. The remaining funds will be split between real property taxes and penalties owed to the County of Lake and [Consultant's] fees on a pro rata basis in accordance with the judgment rendered.
J. To obtain its fees [Consultant] will have to file a claim form with the County of Lake. [Consultant] will be paid out of the monies received from the Clerk.
K. If monies are paid on accounts prior to filing suit, these funds will be paid directly to the Lake County Treasurer who will collect not only taxes, fines and penalties but any [Consultant's] fees. The Treasurer will deposit these funds into separate accounts for taxes, interest, penalties and [Consultant's] fees on a pro rata basis. [Consultant] will then file a claim with the County of Lake for fees which should be paid from the funds established.
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[Consultant's] fees to be received must be reasonable and will be established by the Court as part of the judicial proceedings or by the Treasurer . . . . Shall not exceed fee following [sic]:
1. If suit is filed, [Consultant] will accept the fees awarded by the court as reasonable attorney's fees.
2. If suit is not filed, [Consultant's] fee will be twenty percent (20%) of the taxes.
[¶ 3] Appellants' Appendix at 26-28. The same contract was renewed for a second term in January 2002. See id. at 32-37. On June 4, 2003, the parties entered into a third contract which changed the terms of Consultant's compensation:
4. Compensation. The County agrees to pay the Consultant a sum not to exceed the following:
1. If suit is not filed, Consultant(s) [sic] fee will be fifteen percent (15%) of the taxes for ...