We will not disturb a chancellor's findings of fact unless they are manifestly wrong or clearly erroneous or the chancellor applied the wrong legal standard. Henry v. Moore , 9 So. 3d 1146, 1152 (¶15) (Miss. Ct. App. 2008), cert. denied , 12 So. 3d 531 (Miss. 2009). However, we review issues of law de novo.
In weighing the evidence, however, we must defer to the trial court’s understanding of the facte. Id. at (¶20) (citing Henry v. Moore, 9 So. 3d 1146, 1152 (¶16) (Miss. Ct. App. 2008)). If the trial court’s interpretation of these facts is neither clearly erroneous nor manifest error, we are unable to second-guess the conclusion the trial court reached.
"Any ambiguities in [a] contract will be construed against the party who drafted it." Henry v. Moore, 9 So. 3d 1146, 1153 (¶18) (Miss. Ct. App. 2008). II. Whether the covenants and restrictions were extinguished upon foreclosure of the First State mortgage.
"Any ambiguities in [a] contract will be construed against the party who drafted it." Henry v. Moore, 9 So.3d 1146, 1153 (¶18) (Miss. Ct. App. 2008). II. Whether the covenants and restrictions were extinguished upon foreclosure of the First State mortgage.
Hicks v. N. Am. Co. for Life & Health Ins. , 47 So. 3d 181, 189 (¶29) (Miss. Ct. App. 2010) (citing Henry v. Moore , 9 So. 3d 1146, 1152-53 (¶¶16-17) (Miss. Ct. App. 2008) ). ¶42.
¶ 10. “Questions concerning construction of contracts are questions of law.” Henry v. Moore, 9 So.3d 1146, 1152 (¶ 15) (Miss.Ct.App.2008) (citing Parkerson v. Smith, 817 So.2d 529, 532 (¶ 7) (Miss.2002)). Contract interpretation is a three-step process:
In the present case, the circuit judge's order reflects no determination that the term “buy,” as used in the agreement, was ambiguous or unclear. See Henry v. Moore, 9 So.3d 1146, 1152 (¶ 16) (Miss.Ct.App.2008) ( “Contract construction and interpretation requires that the court first consider whether the contract is ambiguous.... [I]f the contract is unambiguous, this Court must accept the plain meaning of a contract as the intent of the parties.”). Further, the circuit judge found that since Storey was in negotiations to lease another location, Storey had not actually purchased, nor yet leased, a new pharmacy location; therefore, Storey had not breached the agreement.
In the present case, the circuit judge's order reflects no determination that the term "buy," as used in the agreement, was ambiguous or unclear. See Henry v. Moore, 9 So. 3d 1146, 1152 (¶16) (Miss. Ct. App. 2008) ("Contract construction and interpretation requires that the court first consider whether the contract is ambiguous. . . . [I]f the contract is unambiguous, this Court must accept the plain meaning of a contract as the intent of the parties."). Further, the circuit judge found that since Storey was in negotiations to lease another location, Storey had not actually purchased, nor yet leased, a new pharmacy location; therefore, Storey had not breached the agreement.
"Questions concerning construction of contracts are questions of law." Henry v. Moore, 9 So.3d 1146, 1152-53 (¶ 15) (Miss.Ct.App. 2008) (citing Parkerson v. Smith, 817 So.2d 529, 532 (¶ 7) (Miss. 2002)).
We note that; this projection statement is relevant, however, for purposes of notice, and discovery of alleged fraud. In determining whether a contract is ambiguous, courts should consider the contract as a whole, and extrinsic evidence should only be considered upon a finding that the contract is ambiguous. Henry v. Moore, 9 So.3d 1146, 1152-53 (¶¶ 16-17) (Miss.Ct. App. 2008). ¶ 30.