Bench verdict factual findings; Summary disposition of complaint seeking payment on loan documents; Waiver; Summary disposition before production of evidence to support claims for fraud & breach of fiduciary duty; Amendment of affirmative defenses to assert election of remedies; Amendment of the countercomplaint to raise the issue of shareholder oppression; Attorney fee request; Statutory interest; MCL 600.6013(7) & (8); Pre-judgment interest

Finding no errors warranting reversal, the court affirmed the trial court’s verdict in this case arising from a business dispute and determination of attorney fees, but remanded “for the ministerial task of calculating interest premised on the correct filing date of the complaint and to amend the judgment to reduce the attorney fee award by $3,000” due to a clerical error. Defendants alleged that the trial court erred by holding that “all parties did not provide credible testimony because one of the two versions of events had to be true and [defendants-Yousif’s and Joe’s] testimony merely reflected factual inconsistencies and their limited knowledge and roles in the family business.” Under the circumstances, the court held that the trial court “did not ‘shirk’ its responsibility to find a witness credible or to delineate some part of a witness’s testimony to be credible. Rather, Yousif asserted that he trusted plaintiff and relied on plaintiff’s fraudulent statements to support the contention that plaintiff committed fraud and breached duties owed to the other shareholders. However, the extensive testimony indicated that Yousif was a smart and successful businessman who questioned the ‘waiver’ and ‘conflict of interest’ language in the documents submitted to him by [third-party defendant-Shawn] such that Yousif contacted two different lawyers to advise him.” The trial court was entitled to determine that “Yousif’s testimony was not credible, and therefore, he could not satisfy the elements to support defendants’ countercomplaint. The trial court’s holding that all of the shareholder witnesses had credibility issues and gave incredible testimony does not alter defendants’ inability to meet their proofs.” As to plaintiff’s claim seeking payment on the loan documents, the court held that the trial court did not err in granting summary disposition to plaintiff despite defendants’ claim that he “waived execution of the notes, mortgage, and guarantees that he acquired. The evidence of a waiver must be clear and convincing.” The court held that clear and convincing evidence of waiver was lacking. There was no writing obtained to show that “plaintiff had an intent to permanently forbear on defendants’ obligations. Additionally, the statements purportedly made by plaintiff also do not necessarily demonstrate an intent to absolve defendants of their financial commitments. Plaintiff may have merely reflected his desire not to seek contribution toward the note purchase because he did not want to confuse payment toward” that purchase with the obligations "in the documentation underlying his purchase.”