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STATE OF MICHIGAN COURT OF APPEALS

MCALPINE & ASSOCIATES, P.C., Plaintiff-Appellant/Cross-Appellee, v BOOMER COMPANY and STEEL STRUCTURES, INC., Defendants-Appellees/CrossAppellants.

UNPUBLISHED December 27, 2011

No. 300063 Wayne Circuit Court LC No. 10-003169-CZ

Before: SAAD, P.J., and STEPHENS and RONAYNE KRAUSE, JJ. PER CURIAM. Plaintiff, McAlpine & Associates, P.C. (McAlpine), appeals the trial court's order that denied its motion for summary disposition and granted summary disposition to defendants, Boomer Company (Boomer) and Steel Structures, Inc. Boomer and Steel Structures cross appeal the trial court's denial of its request for attorney fees. For the reasons set forth below, we affirm. I. FACTS AND PROCEEDINGS On August 22, 2007, McAlpine and Boomer entered into a retainer agreement in which McAlpine agreed to provide Boomer legal representation "in its dispute with Oxford Area Community Schools . . . arising from the construction of the new Oxford High School . . . ." The agreement further stated that, "[i]n addition, McAlpine may agree to pursue additional claims or contract matters that arise during the course of this representation and the Project." The parties agreed that Boomer could monitor and administer costs and expenses incurred during McAlpine's representation, but that McAlpine would advance all expenses. The agreement contained a provision that specified how McAlpine would be compensated for fees and expenses if Boomer received any settlement or judgment. McAlpine represented Boomer in its dispute with Oxford Area Community Schools and the matter went to arbitration. The arbitration panel awarded Boomer $814,921.82. Boomer had an agreement with Steel Structures to share any arbitration award it received in the dispute. Thereafter, McAlpine and Boomer disagreed about the amount McAlpine should be paid under the retainer agreement. McAlpine placed the award in a client trust account and, on March 15, 2010, McAlpine filed an interpleader complaint for a determination of how the arbitration award should be distributed. -1-

McAlpine and Boomer both filed motions for summary disposition. McAlpine maintained that it is entitled to $522,697.66 and Boomer took the position that McAlpine should receive $452,505.43. The trial court ultimately agreed with Boomer and granted its motion for summary disposition. At the motion hearing, Boomer also requested attorney fees under the offer of judgment rule, MCR 2.405. The trial court denied Boomer's request. II. DISCUSSION A. COMPENSATION FOR MCALPINE Because it relied on documentary evidence outside the pleadings, it appears the trial court granted summary disposition under MCR 2.116(C)(10). As this Court explained in Ward v Titan Ins Co, 287 Mich App 552, 554; 791 NW2d 488 (2010): A motion under MCR 2.116(C)(10) tests the factual sufficiency of the complaint. Maiden v Rozwood, 461 Mich 109, 120; 597 NW2d 817 (1999). Summary disposition is proper under MCR 2.116(C)(10) where the proffered evidence fails to establish a genuine issue regarding any material fact and the moving party is entitled to judgment as a matter of law. This case also involves the interpretation of a contract. We review the proper interpretation of a contract de novo as a question of law. In re Smith Trust, 274 Mich App 283, 285; 731 NW2d 810 (2007). As this Court in Smith further stated: In interpreting a contract, this Court's obligation is to determine the intent of the parties. Quality Products & Concepts Co v Nagel Precision, Inc, 469 Mich 362, 375; 666 NW2d 251 (2003). This Court must examine the language of the contract and accord the words their ordinary and plain meanings, if such meanings are apparent. Wilkie [v Auto

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