Per Curiam
At issue is whether Seneca Mortgage Services is entitled to recover a two percent ($2,840) “Consultant’s Fee” in exchange for arranging financing for Neal Bruder’s purchase of a property—financing that Bruder ultimately did not accept.
The trial court entered judgment in Seneca’s favor after finding that Bruder breached the parties’ consulting agreement by failing to pay the Consultant’s Fee. But the Court of Appeals reversed, finding that Seneca’s recovery of the fee “would sanction the requirement of an illegal act as a condition of the loan it obtained to [sic] Bruder.” Bruder v. Seneca Mortgage Services, LLC, 183 N.E.3d 300, 307 (Ind. Ct. App. 2022), reh’g denied.
Because the record lacks support for the Court of Appeals’ conclusion that Bruder was required—or even asked—to commit an illegal act, and because the parties’ agreement explicitly provides for the Consultant’s Fee to be paid regardless of whether a particular financing offer is accepted, we grant transfer and affirm the trial court’s judgment in all respects.
….
Bruder appealed from the denial of his motion to correct error, and we review the trial court’s decision for an abuse of discretion. Renner v. Shepard-Bazant, 172 N.E.3d 1208, 1212 (Ind. 2021). An abuse of discretion occurs when the trial court’s decision is clearly against the logic and effect of the facts and circumstances before the court or if the court has misinterpreted the law. Berg v. Berg, 170 N.E.3d 224, 227 (Ind. 2021). We review questions of law de novo. Community Health Network, Inc. v. McKenzie, 185 N.E.3d 368, 375 (Ind. 2022).
In reversing the judgment in Seneca’s favor, the Court of Appeals found that payment of the Consultant’s Fee was not due because Bruder did not violate the non-circumvention clause. Bruder, 183 N.E.3d at 306, fn.3. But Bruder’s violation or non-violation is immaterial under the plain language of the non-circumvention clause… This provision makes clear that the obligation to pay the Consultant’s Fee was not triggered by any violation of the non-circumvention clause, but by Seneca’s act of arranging for financing—whether or not Bruder chose to accept it.
Instead of addressing the bolded provision, the Court of Appeals found that the financing Seneca offered “included the perpetration of a fraud on the City of Indianapolis as a term of [the] arrangement.” Bruder, 183 N.E.3d at 307. The record is devoid of evidence that would support this sua sponte holding. There is no indication as to what types of permits Bruder filed, nor does the record include any proposed financing terms or documents beyond the text messages between Bruder and Rusk in which they discussed the permit requirement. There also is no evidence that Seneca asked Bruder to “pull” the permits, rather than merely pay for them.
Moreover, the Court of Appeals provides no citation to support its holding that a permit applicant breaks the law by requesting that the permit issue before a real estate transaction closes. Bruder himself, an experienced contractor, testified that he was unaware of any specific legal or financial penalties associated with pulling permits before closing on a property, while Rusk testified that this requirement isn’t unusual from the lender’s side.
The Court of Appeals also stated that Seneca’s counsel acknowledged that, had the parties simply walked away from the property deal, “Seneca would not be entitled to a commission.” Bruder, 183 N.E.3d at 308. But this doesn’t accurately reflect the context of this exchange and appears to conflate the terms “financing” and “commission”…
In sum, the Court of Appeals’ analysis of the non-circumvention clause goes well beyond our deferential standard of review, which allows appellate courts to set aside a trial court’s findings or judgment only if clearly erroneous. Ind. Tr. R. 52(A).
Conclusion
Because the contract provided for the payment of a two percent Consultant’s Fee even if Bruder rejected Seneca’s proposed financing, and because the record reveals nothing in Seneca’s demands that would require Bruder to commit an illegal act, we affirm the trial court’s judgment in Seneca’s favor in all respects.
Rush, C.J., and David, Massa, Slaughter, and Goff, JJ., concur.