Common law & statutory conversion claims arising from the sale of a business; Department of Agric. v. Appletree Mktg., LLC; Foremost Ins. Co. v. Allstate Ins. Co.; MCL 600.2919a; BBC Restaurant LLC (BBC); Coolidge Investments LLC (Coolidge); BDC Limited LLC (BDC)

Under all the circumstances, the court held that the trial court did not err in granting defendant-Feldman summary disposition as to plaintiffs-BBC and Coolidge’s conversion claims against him. The case arose from the sale of a business. Feldman was the sole member of defendant-BDC, which purchased a restaurant and related assets from BBC. Coolidge owned the building and leased the premises to BDC. While the sale was pending, BDC and its agent, R, managed the restaurant. BDC defaulted on its payment obligations. The trial court issued an order that required BDC and R to return, within seven days, certain equipment that had been removed from the restaurant. The order was violated. R filed for bankruptcy. At the bankruptcy hearing, R testified that “he removed equipment from the restaurant pursuant to Feldman’s instructions. Feldman offered to arrange the return of at least some of the assets.” Based upon the allegedly improper removal of collateral, plaintiffs alleged both common law and statutory conversion against Feldman. As support for their position that a question of fact existed as to whether Feldman committed conversion, they pointed to the testimony provided by R in connection with his bankruptcy. Plaintiffs believed that the references to “BBC” provided evidence that R “removed BBC property at the direction of Feldman.” However, it was “patently apparent that these references to ‘BBC’ were either transcription errors or misspoken words.” Feldman was not a member “of the BBC” but the sole member of BDC. Further, the full name of BDC is “BDC Limited LLC” and the full name of BBC is “BBC Restaurant LLC,” and R was asked about “BBC Limited, L.L.C.” The only fair reading of the testimony indicated that what R “actually meant was that he removed equipment owned by BDC, not BBC, at Feldman’s direction.” This was consistent with Feldman’s testimony that he did not instruct R to remove collateral as defined in the financing statement. Thus, plaintiffs failed to point to sufficient evidence that Feldman directed R to remove collateral owned by plaintiffs. They also failed to establish any genuine issue of material fact as whether Feldman exercised dominion over collateral. Affirmed.