It is well established that non-compete agreements in employment contracts are enforceable if they meant the requirements of MCL 445.774a of the Michigan Antitrust Reform Act (“MARA”). But what about non-compete agreements that do not arise in the employment context? In Brillart v. Danneffel, 36 Mich. App. 359 (1971), the Court of Appeals ruled that if good will was transferred in connection...
Plaintiffs frequently seek to pierce the corporate veil of companies against whom judgments may be or have been obtained in an attempt to extend liability to the defendants’ principals. Is piercing the corporate veil a viable cause of action separate from the underlying claims that seek to impose liability on the defendant entity? When can a piercing the corporate veil claim be asserted?...
Most lawyers know that only a small handful of cases ever go to trial (5% is a generally accepted figure). Given this, many lawyers never actually have to prepare for a jury trial, including preparing for and picking a jury. As a result, many lawyers are not aware of the resources available to assist them in picking their jury.
The facts, claims and parties in a case directly affect the types...
Suppose that your client comes to you and says that he started a business and received funds from another person. Your client thinks that the other person simply made a loan to the business. The other person thinks that the funds are a capital contribution to a partnership, which made him a partner in the business. As is frequently the case, there is no formal documentation setting forth the...
In the world of commercial litigation there is an unavoidable complication that often arises during disputes: how to handle sensitive and proprietary information. When parties to business-centered disputes resort to litigation to solve their dispute, the information that is exchanged between the parties often includes sensitive financial material, such as documents, reports, trade secrets,...
The claim that a contract is unenforceable because it is unconscionable is more often than not the equivalent of a Hail Mary pass – a long shot that is rarely successful (unless you were Aaron Rodgers facing the Detroit Lions in 2015). Although the Court of Appeals recently affirmed the denial of a summary disposition motion seeking dismissal of an unconscionability claim in Glaske v....
As litigators, we often represent clients being pursued by creditors (banks, private lenders, bankruptcy trustees, etc.) seeking payment on loans or indebtedness. A strategy employed by many lawyers is to simply negotiate a discount on the indebtedness in exchange for immediate payment, with the remainder of the debt being “written off” by the creditor. If successful, this strategy will...
If your client is in default on a loan and lender’s counsel suggests stipulating to the appointment of a receiver, be aware of the potential pitfalls of doing so. You may be exposing the company’s owners and management to a lawsuit for breach of fiduciary brought by the receiver. The following recent Court of Appeals decision illustrates the perils of such a decision.
In Coppola v. Manning,...
One of the largest changes in the practice of law in the last decade is the implementation of electronic court filing, or “ECF,” as practitioners have come to know it. Gone are the days when documents were hand-delivered to the court and counsel by runners and warehoused for years by the court. Now, the filing and service of documents are accomplished with mere clicks of the mouse and those...
In its recently issued opinion in Riewe v. Baron, 2015 Mich App LEXIS 1907 (October 20, 2015), the Michigan Court of Appeals dealt with some recurrent contract defenses that are frequently litigated in the Business Court. The defenses at issue were mutual mistake of fact, frustration of purpose and impossibility of performance, which, if successfully asserted, can be used to void, rescind or...
